Employment Agreement

Exhibit 10.15

Employment Agreement

This Employment Agreement (this “ Agreement ”) is dated as of July 14, 2009, and is made by and between InfrastruX Group, Inc., a Washington corporation (“ Employer ”) and Stanley B. Klimberg (“ Employee ”).

W I T N E S S E T H :

WHEREAS, Employer has extended an offer of employment to Employee; and

WHEREAS, Employer and Employee each have determined that it is desirable to enter into this Agreement pursuant to which Employer agrees to employ the Employee and Employee agrees to provide services to the Employer upon the terms and conditions set forth herein; and

A G R E E M E N T S :

NOW, THEREFORE, for and in consideration of the foregoing premises and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Employer and Employee hereby agree as follows:

This agreement shall be effective as of the start date of employment of July 14, 2009.

Employer will employ Employee and Employee agrees to employment with Employer as its Senior Vice President and General Counsel. Employee will have the authority and will perform the duties customarily performed by the General Counsel of a corporation which is similar to Employer and such other executive duties as may be reasonably assigned from time to time by the Chief Executive Officer and the Board of Directors of Employer (the “Board”), which relate to the business of Employer, its subsidiaries, or any business ventures in which Employer or its subsidiaries may participate. Employee shall report directly to the Chief Executive Officer and the Board.

Employee will devote his full business time, ability, attention and effort to Employer’s business and will skillfully serve its interests during the term of this Agreement; provided , however , that Employee may devote reasonable periods of time to (a) engaging in personal investment activities that do not involve Employee providing advice or services to the business in which the investments are made, (b) serving on the Board of Directors of other corporations, or engaging in other business activities, if such service would not otherwise be prohibited by Section 9 or 10 hereof, and (c) engaging in charitable or community service activities, so long as none of the foregoing additional activities in (a) through (c) materially interfere with Employee’s duties under this Agreement.

Unless otherwise terminated pursuant to Section 7, Employee’s term of employment under this Agreement shall expire on the second anniversary of the date of this Agreement (“ Expiration Date ”). This Agreement shall automatically be renewed for successive one-year terms unless the party wishing to terminate this Agreement does so by providing written notice to the other party no less than six (6) months prior to the Expiration Date. Upon renewal of this Agreement, the term “Expiration Date” will refer to the end of the one-year renewal period.

During the term of this Agreement, Employer agrees to pay or cause to be paid to Employee, and Employee agrees to accept in exchange for the services rendered hereunder by him, the following compensation:

Employee’s compensation shall consist, in part, of an annual base salary of $275,000 (the “ Base Salary ”) before all customary payroll deductions. Such annual base salary shall be paid in substantially equal installments and at the same intervals as other officers of Employer are paid. The Board (or a committee thereof) shall review the Employee’s Base Salary annually and will determine any increases in the amount of the annual base salary in future years.

Employee shall be eligible to earn, in addition to the Base Salary, an annual cash bonus in an amount to be determined by the Employer each year, which bonus shall be based upon performance criteria and corporate objectives to be established from time to time by the Board. The target bonus for achieving target objectives will be 40% of Employee’s annual Base Salary.

The Board shall grant Employee, in its normal course, 100,000 stock appreciation rights of the Employer on a fully diluted basis on the date of this Agreement under the terms of Employer’s 2007 Equity Incentive Plan. Such grants shall be subject to the vesting and exercise provisions set forth in the 2007 Equity Incentive Plan and the award document.

During the term of this Agreement, Employee will be entitled to participate in all benefit programs as shall be provided or offered from time to time to senior executive-level employees of Employer, subject to and in accordance with applicable eligibility requirements.

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Employment of Employee pursuant to this Agreement may be terminated as follows:

With or without Cause (as defined below), Employer may terminate the employment of Employee at any time during the term of employment by giving written notice to Employee. The notice shall be effective immediately if termination is for Cause and sixty (60) days later if termination is not for Cause.

Employee may terminate his employment at any time, for any reason, upon giving sixty (60) days’ prior written notice.

Employee’s employment hereunder shall terminate automatically upon the death or total disability of Employee. The term “ total disability ” as used herein shall mean a long-term disability that entitles Employee to receive long-term disability benefits under the Employer’s long-term disability plan or policy applicable to Employee, or in the absence of such a plan or policy the Employee’s inability to perform the duties set forth in Section 2 hereof for a period or periods constituting ninety (90) consecutive calendar days as a result of physical or mental illness, loss of legal capacity or any other cause beyond Employee’s control, unless Employee is granted a leave of absence by the Board. Termination hereunder shall be deemed to be effective (a) at the end of the calendar month in which Employee’s death occurs or (b) immediately upon a determination by the Board of Employee’s total disability, as defined herein.

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In the event of termination of the employment of Employee, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8:

If Employer terminates Employee’s employment without Cause prior to the Expiration Date, Employee shall be entitled to receive Termination Payments (a) equal to one year of Base Salary, (b) any unpaid Base Salary which has accrued for services already performed as of the date of termination (“Termination Date”) and any accrued, unused vacation, and (c) unpaid bonus from prior year and unpaid bonus for current year equal to target bonus amount pro rata to the date of termination. If Employee is terminated by Employer for Cause (as defined in Section 8.4 below), Employee shall not be entitled to receive any of the foregoing benefits, other than those set forth in clause (b) above.

(a) If Employee resigns for Good Reason prior to the Expiration Date, Employee shall be entitled to receive the same termination payments and unpaid annual base salary as provided for in Section 8.1 for a termination without Cause. “ Good Reason ” means only any one or more of the following: (1) material breach by Employer of this Agreement, and its failure to cure such breach within thirty (30) days after written notice from Employee to Employer specifying in reasonable detail the alleged breach; (2) reduction, without Employee’s consent, of Employee’s salary or reduction or elimination of any compensation or benefit plan benefiting Employee, unless the reduction or elimination of such benefit plan is generally applicable to all senior executive-level employees (or employees of a successor or controlling entity of Employer) and unless Employer reinstates the compensation or benefit within thirty (30) days after written notice from Employee; (3) assignment to Employee, without his consent, of duties materially inconsistent with Employee’s position, authority, duties or responsibilities as contemplated by Sections 2 and 3 hereof (or such higher level of position, authority, duties or responsibilities as are subsequently assigned to Employee), which results in a material diminution in such position, authority, duties or responsibilities; or (4) involuntary relocation of Employee’s primary work location by more than forty-five (45) miles from Employee’s current work location.

(b) In the case of the termination of Employee’s employment by Employee for other than Good Reason, Employee shall not be entitled to any payments hereunder, other than those set forth in clause (b) of Section 8.1 hereof.

All payments under this Section 8 shall be made to Employee at the same interval as payments of salary were made to Employee immediately prior to termination.

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Wherever reference is made in this Agreement to termination being with or without Cause, “ Cause ” shall mean:

(a) willful misconduct on the part of Employee that has a material adverse effect on Employer and its subsidiaries, taken as a whole;

(b) Employee’s engaging in (i) conduct which could reasonably result in his conviction of a felony or a crime against Employer (ii) conduct involving fraud or moral turpitude, or (iii) substance abuse or other misconduct which would materially compromise Employer’s reputation or Employee’s ability to perform his duties;

(c) unreasonable refusal by Employee to perform the duties and responsibilities of his position in any material respect, unless Employee cures the refusal within thirty (30) days after receipt of written notice specifying in reasonable detail the duties and responsibilities not being performed; or

(d) violation of the covenants set forth in Section 10 hereof.

No action, or failure to act, shall be considered willful or unreasonable if the Employee did it in good faith and with the reasonable belief that his action or omission was in the best interests of Employer as determined by Chief Executive Officer and the Board of Directors.

The Employee acknowledges that, in connection with the performance of his duties for the Employer as an employee under the terms of this Agreement, that the Employer has made and will make available to the Employee, or the Employee will have access to, certain Confidential Information of the Employer and its affiliates. The Employee acknowledges and agrees that any and all Confidential Information learned or obtained by the Employee during the course of the Employee’s employment by the Employer or otherwise (including, without limitation, information that the Employee obtained through or in connection with the Employee’s employment with the Employer prior to the date hereof) whether developed by the Employee alone or in conjunction with others or otherwise, shall be and is the property of the Employer and its affiliates.

The Employee shall at all times keep all Confidential Information confidential and will not use such Confidential Information other than in connection with the Employee’s discharge of the Employee’s duties hereunder, and will use reasonable efforts to safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way the Employee’s duties and obligations to the Employer under statutory and common law not to disclose or make personal use of the Confidential Information or trade secrets.

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