Exhibit 10.9
LONG TERM INCENTIVE BONUS
AGREEMENT
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 ”).
RECITALS
Participant is employed by the
Company, Parent, or a Subsidiary and is a valued employee key to
the long-term growth and profitability of the Company and its
affiliates. The Company desires to grant, and Participant desires
to be granted, a right to receive a Bonus Award pursuant to the
terms of the InfrastruX Group, Inc. 2007 Equity Incentive Plan (the
“Plan”) as provided below. The parties hereto wish to
enter into certain understandings and agreements regarding their
respective rights with respect to said bonus compensation on the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of
the premises and the mutual covenants and agreements contained
herein, the parties hereto agree as follows:
1. Grant
of Bonus and Vesting . The Company hereby grants to Participant
the right to receive $ __________ as a “Bonus Award”
subject to the terms of this Agreement and the Plan.
Participant’s right to the Bonus Award will vest and no
longer be subject to forfeiture provided that Participant has not
incurred a Termination of Service prior to the earlier
of:
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D.
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If prior to
May 8, 2008, the date the Cumulative Proceeds equal or exceed
1.5 times the Investment;
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E.
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If on or after
May 8, 2008 and prior to May 8, 2009, the date the
Cumulative Proceeds equal or exceed 1.75 times the
Investment;
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F.
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If on or after
May 8, 2009 and prior to May 8, 2010 the date the
Cumulative Proceeds equal or exceed 2 times the
Investment.
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If Participant incurs a Termination
of Service prior to vesting, he/she shall forfeit the Bonus Award
and the Company shall have no obligation to pay the Bonus Award to
the Participant.
2.
Payment . The Bonus Award shall be payable in a lump sum
within sixty days after vesting, but not later than the
March 15 of the year following the year in which such vesting
occurs. Payment of the Bonus Award shall be less any applicable
income and employment taxes or other required
withholdings.
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3.
Restriction on Transfer . Participant agrees that, the Bonus
Award, nor any interest therein or part thereof may be sold,
hypothecated, alienated or otherwise transferred by Participant
except by his last will and testament, or by the laws of descent
and distribution.
4. Tax
Consequences . The Participant shall be solely liable for any
and all taxes or levies which may result from the grant, vesting
and receipt of Bonus Award, hereunder. The Company shall make all
applicable withholdings from all sums payable hereunder.
5. No
Implied Rights . The rights and privileges conferred on
Participant are limited to those which are expressly stated in this
Agreement, and no other rights or privileges shall be
implied.
6.
Agreement not an Employment Agreement . Nothing herein shall
be construed to constitute or be evidence of an agreement or
understanding, express or implied, on the part of C
