Exhibit 10.7
INFRASTRUX GROUP,
INC.
RESTRICTED STOCK UNIT AWARD
AGREEMENT
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Grant: Restricted
Stock Units
Grant Date:
,
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Name:
Signature:
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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”).
Until vested, the Restricted Units
shall be subject to forfeiture in the event of your Termination of
Service for any reason, whether such termination is occasioned by
you, by the Company or any of its Subsidiaries, with or without
Cause or by mutual agreement. All Restricted Units shall be
forfeited in the event your Termination of Service is for Cause,
whether or not previously vested.
Until vested, the Restricted Units
or any right or interest therein are not transferable except by
will or the laws of descent and distribution. Until the Shares are
issued upon settlement of the Restricted Units, you will not be
deemed for any purpose to be, or have rights as, a Company
shareholder by virtue of this award. You are not entitled to vote
any of the Shares by virtue of this award.
The Restricted Units will vest and
no longer be subject to the restrictions of and forfeiture under
this Agreement (provided you have not incurred a Termination of
Service) as follows:
1. 20% of the
Restricted Units shall be vested on the Grant Date;
2. 20% of the
Restricted Units shall vest on May 8, 2008 and on each
anniversary thereafter so that the Restricted Units will be fully
vested on May 8, 2011; and
3. Notwithstanding the
foregoing 100% of the Restricted Units shall vest:
a. Upon a
Change in Control;
b. If prior
to May 8, 2008, the date the Cumulative Proceeds equal or
exceed 1.5 times the Investment;
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c. If on or after May 8, 2008
and prior to May 8, 2009, on the date the Cumulative Proceeds
equal or exceed 1.75 times the Investment;
d. If on or after May 8, 2009
and prior to May 8, 2010, on the date the Cumulative Proceeds
equal or exceed 2 times the Investment.
If your employment is terminated by
reason of death or Disability, then any Restricted Units which
otherwise would have vested
