Employment AgreementEmployment Agreement • August 10th, 2009 • InfrastruX Group, Inc.
This Employment Agreement (this “Agreement”) is dated as of May 8, 2006, and is made by and between InfrastruX Group, Inc., a Washington corporation (“Employer”) and Douglas Madison (“Employee”).
Employment AgreementEmployment Agreement • August 10th, 2009 • InfrastruX Group, Inc.
This Employment Agreement (this “Agreement”) is dated as of July 11, 2008, and is made by and between InfrastruX Group, Inc., a Washington corporation (“Employer”) and Richard Schwartz (“Employee”).
AMENDED AND RESTATED MANAGEMENT AGREEMENT by and between TENASKA CAPITAL MANAGEMENT, LLC and INFRASTRUX GROUP, INC. dated as of November 3, 2006Management Agreement • August 10th, 2009 • InfrastruX Group, Inc. • New York
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of November 3, 2006 (the “Commencement Date”), by and between Tenaska Capital Management, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Company”), and InfrastruX Group, Inc., a corporation organized and existing under the laws of the State of Washington (“InfrastruX”) (the Company and InfrastruX sometimes hereinafter being referred to individually as a “Party” and collectively as the “Parties”) with reference to the following:
NON-COMPETITION/NON-SOLICITATION/NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • August 10th, 2009 • InfrastruX Group, Inc. • Washington
In consideration of his employment by INFRASTRUX GROUP, INC. (hereinafter “Company”), this Employee Agreement (hereinafter “Agreement”) is made this 23rd day of June, 2009, by and between Craig Eudy (hereinafter “Employee”) and the Company, a term which includes the Company’s successors and assigns. By the mutual promises and covenants made herein, the undersigned parties agree as follows:
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • August 10th, 2009 • InfrastruX Group, Inc.
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of November 3, 2006 among INFRASTRUX GROUP, INC., a Washington corporation (the “Borrower”), InfrastruX Holdings LLC, a Delaware limited liability company (the “Parent”), certain Domestic Subsidiaries of the Borrower signatory hereto (or that become party hereto in accordance with the terms of the Credit Agreement referred to below) (the “Subsidiary Guarantors”; together with the Borrower and the Parent, individually an “Obligor”, and collectively the “Obligors”), and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations (defined below).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 10th, 2009 • InfrastruX Group, Inc.
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 28, 2007, is by and among INFRASTRUX GROUP, INC., a Washington corporation (herein, together with its successors and assigns, the “Borrower”), INFRASTRUX HOLDINGS, LLC, a Delaware limited liability company (herein, together with its successor and assigns, (the “Parent”), each Subsidiary Guarantor signatory hereto, the Lenders signatories hereto, and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as the administrative agent for the Lenders (the “Administrative Agent”), the Swing Line Lender and an Issuing Bank.
CREDIT AGREEMENT dated as of November 3, 2006 among INFRASTRUX GROUP, INC., as Borrower, THE OTHER CREDIT PARTIES PARTY HERETO, THE LENDERS PARTY HERETO, as Lenders, and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as an Issuing Bank, as the Swing Line...Credit Agreement • August 10th, 2009 • InfrastruX Group, Inc. • New York
SEVERANCE AGREEMENT AMENDMENTSeverance Agreement Amendment • August 10th, 2009 • InfrastruX Group, Inc.
This Severance Agreement Amendment (“Agreement”) is made and entered into as November 20, 2008 and replaces Section 2 and Section 3 of the Compensation and Severance dated November 30, 2006, by and between John Higgins (“Employee”) and InfrastruX Group Inc. (“Employer”). In consideration of the promises and the mutual covenants hereinafter contained, Employee and Employer agree as follows:
MASTER SERVICES AGREEMENT between ONCOR ELECTRIC DELIVERY COMPANY LLC and INFRASTRUX GROUP, INC. June 12, 2008Master Agreement • August 25th, 2009 • InfrastruX Group, Inc. • Water, sewer, pipeline, comm & power line construction • Texas
the extent otherwise provided by Law, the term “Confidential Information” shall not include information that (a) is independently developed by the recipient, as demonstrated by the recipient’s written records, without violating the disclosing Party’s rights, (b) is or becomes publicly known (other than through unauthorized disclosure by or through a Party), (c) is disclosed by the owner of such information to a third party free of any obligation of confidentiality, (d) was already known by the recipient at the time of disclosure, as demonstrated by the recipient’s written records, and the recipient has no obligation of confidentiality with respect to said information other than pursuant to this Agreement or any confidentiality agreements between Oncor and Contractor entered into before the Master Effective Date with respect to said information or (e) is rightfully received by a Party free of any obligation of confidentiality, provided that (i) such recipient has no knowledge that such
Amendment to Employment AgreementEmployment Agreement • August 10th, 2009 • InfrastruX Group, Inc. • Washington
This Amendment to Employment Agreement (this “Amendment”) is made and entered into effective as of December 31, 2008 (the “Amendment Date”) by and between InfrastruX Group, Inc. (“InfrastruX Group”) and Richard Schwartz (the “Employee”).
COMPENSATION & SEVERANCE AGREEMENTCompensation & Severance Agreement • August 10th, 2009 • InfrastruX Group, Inc.
This Compensation and Severance Agreement (“Agreement”) is made and entered into as of November 30, 2006, by and between John Higgins (“Employee”) and InfrastruX Group Inc. (“Employer”). In consideration of the promises and the mutual covenants hereinafter contained, Employee and Employer agree as follows:
Amendment to Employment AgreementAmendment to Employment Agreement • August 10th, 2009 • InfrastruX Group, Inc. • Washington
This Amendment to Employment Agreement (this “Amendment”) is made and entered into effective as of December 31, 2008 (the “Amendment Date”) by and between InfrastruX Group, Inc. (The “Employer”) and Douglas Madison (the “Employee”).
Amendment to Compensation and Severance AgreementCompensation and Severance Agreement • August 10th, 2009 • InfrastruX Group, Inc. • Washington
This Amendment to Compensation and Severance Agreement as amended (this “Amendment”) is made and entered into effective as of December 31, 2008 (the “Amended Date”) by and between InfrastruX Group, Inc. (the “Employer”), and John Higgins (the “Employee”).
NON-COMPETITION/NON-SOLICITATION/NON-DISCLOSURE AGREEMENTNon-Competition • August 10th, 2009 • InfrastruX Group, Inc. • Washington
This Agreement is made this 5th day of May, 2006 by and between InfrastruX Group (hereinafter the “Company”, a term which includes the Company’s successors and assigns) and JOHN RANDELL HIGGINS (hereinafter “Employee”) as a condition of, and in consideration of, Employees’s employment or continued employment by the Company. By the mutual promises and covenants made herein, the undersigned parties agree as follows:
STOCKHOLDERS AGREEMENT OF INFRASTRUX GROUP, INC.Stockholders Agreement • August 10th, 2009 • InfrastruX Group, Inc. • Washington
This Stockholders Agreement (“Agreement”) is entered into as of this 12th day of December, 2007, by and among InfrastruX Group, Inc., a Washington corporation (the “Company”), InfrastruX Holdings, LLC, a Delaware limited liability company (together with any Affiliate transferee(s) of such company, the “Tenaska Stockholder”), and the Persons listed on the signature pages attached hereto (each individually, a “Management Stockholder,” and collectively, the “Management Stockholders”). These parties are sometimes referred to herein individually by name or as a “Party” and collectively as the “Parties.” The Tenaska Stockholder, together with (i) any Affiliate (as defined below) of the Tenaska Stockholder to which any Tenaska Stockholder may hereafter sell, assign, transfer, convey, pledge or otherwise dispose of (collectively, “Transfer”) any equity securities of the Company (the “Equity Securities”), including any shares of Common Stock of the Company, par value $0.01 per share (the “Commo
LONG TERM INCENTIVE BONUS AGREEMENTLong Term Incentive Bonus Agreement • August 10th, 2009 • InfrastruX Group, Inc. • Washington
THIS LONG TERM INCENTIVE BONUS AGREEMENT (“Agreement”) is made and entered into as of the ___ day of ________, ______ by and between INFRASTRUX GROUP, INC, (the “Company”) and _________ (“Participant”).
INFRASTRUX GROUP, INC. STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • August 10th, 2009 • InfrastruX Group, Inc.
Subject to your execution of a joinder to the Stockholders Agreement attached hereto as Exhibit A (as amended from time to time, the “Stockholders Agreement”), effective on the Grant Date you have been granted the number of Stock Appreciation Rights (the “Rights”) set forth above, each Right entitles you to the positive difference, if any, between the Base Price designated above and the Fair Market Value of a share of common stock, par value $0.01 per share (the “Stock”) of InfrastruX Group, Inc. (the “Company”) on the date of exercise (the “Spread”), in accordance with the provisions of this Agreement and the InfrastruX Group, Inc. 2007 Equity Incentive Plan (the “Plan”). Upon exercise, the Spread will be paid in whole shares of Stock with a Fair Market Value equal to the Spread. You may only exercise a Right once it is vested, subject to the conditions described below and will forfeit all unvested Rights in the event of your Termination of Service for any reason, whether such termina
INFRASTRUX GROUP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 10th, 2009 • InfrastruX Group, Inc.
Subject to your execution of a joinder to the Stockholders Agreement attached hereto as Exhibit A (as amended from time to time, the “Stockholders Agreement”), effective on the Grant Date, you have been granted the number of Restricted Stock Units (the “Restricted Units”) indicated above, which entitles you to receive shares of common stock (the “Shares”) of InfrastruX Group, Inc. (the “Company”) in accordance with the provisions of this Agreement and the provisions of the InfrastruX Group, Inc. 2007 Equity Incentive Plan (the “Plan”).
