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EXHIBIT 10.3
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement"), effective this 27th day
of
June, 2005 ("Effective Date"), is entered
into by and between Deborah C. Lofton
("Executive"), and InfraSource Services,
Inc. (the "Company").
WHEREAS, Executive desires to provide the Company and certain of
its
subsidiaries with her services, and the
Company desires to employ Executive on
the terms and subject to the conditions set
forth herein;
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements set
forth herein, and for other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereto, intending
to be legally bound, agree as
follows:
1. Employment. Subject to the terms and conditions of this
Agreement, the Company agrees to employ
Executive, and Executive agrees to be
employed by the Company beginning on June
27, 2005.
2. Position. During the period of her employment hereunder,
Executive agrees to serve the Company, and
the Company shall employ Executive,
as Senior Vice President and General
Counsel or in such other executive capacity
or capacities, at the same level of
seniority, as may be determined from time to
time by the Chief Executive Officer of
InfraSource Services, Inc. (the "CEO").
3. At-Will Employment and Duties.
(a) Executive and the Company agree that Executive's
employment hereunder will be at-will (as
defined under applicable law), and may
be terminated at any time, for any reason,
at the option of either party,
subject to the provisions of Section 5
below.
(b) Duties. During the period of her employment hereunder and
except for illness, reasonable vacation
periods, and reasonable leaves of
absence, Executive shall in good faith (i)
devote all of her business time,
attention, skill and efforts to the
business and affairs of the Company and its
affiliated companies and (ii) report to the
CEO.
4. Salary; Incentive Bonus; Reimbursement of Expenses; Other
Benefits.
(a) Salary. During the period of employment under this
Agreement, Executive shall be paid a salary
at the rate of Two Hundred Twenty
Five Thousand dollars ($225,000.00) per
year ("Base Salary"). The Base Salary
shall be reviewed annually and may be
adjusted as determined by the CEO, but
shall not be adjusted downward without
Executive's consent.
(b) Annual Incentive Compensation Program. Executive shall be
entitled to participate in the Annual
Incentive Compensation Program ("AICP")
pursuant to the terms and conditions of
such program as it may exist
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from time to time. Executive's target bonus
opportunity level shall be forty
(40%) percent. This bonus will be based
principally upon the financial
performance of the Company and achievement
of individual performance goals
established in conjunction with the CEO of
the Company.
(c) Stock Options. Executive will be eligible for a grant of
42,000 option shares (the "Option") on her
date of commencement of employment in
accordance with the InfraSource Long Term
Incentive Plan and form of stock
option agreement as InfraSource in its sole
discretion may amend from time to
time. If, during a Change in Control Period
(as defined in the Stock Option
Grant form), Executive's employment is
terminated by the Company other than for
Cause, or by Executive for Good Reason (as
defined in the Stock Option Grant
form), then immediately upon such
termination the Option shall be vested and
exercisable with respect to the greater of
(i) that portion of the Option that
has vested as of the Termination Date, or
(ii) 50% of the total Option shares.
(d) Sign-On Bonus. Executive shall receive a sign-on bonus in
the amount of $10,000.00, less applicable
tax withholdings, within thirty days
of commencement of her employment. In the
event that Executive voluntarily
terminates her employment prior to the
first anniversary of the employment date,
Executive shall repay to the Company fifty
percent of the gross amount of the
Sign-On Bonus.
(e) Reimbursement of Expenses. The Company shall pay or
reimburse Executive, in accordance with its
normal policies and practices, for
all reasonable travel and other expenses
incurred by Executive in performing her
obligations under this Agreement.
(f) Other Benefits. During the period of employment under this
Agreement, Executive shall be entitled to
participate in all other benefits of
employment generally available to other
executives of the Company and those
benefits for which such persons are or
shall become eligible, when and as she
becomes eligible therefore (including but
not limited to any deferred
compensation plan and 401(k) plan).
5. Termination of Employment.
(a)
Termination by the Company for Cause. The Company may
terminate Executive's employment under this
Agreement for "Cause" (as
hereinafter defined) or otherwise at will
at any time immediately upon written
notice, or where applicable, upon
Executive's failure to cure the breach as
provided below, whereupon the Company shall
have no further obligation hereunder
to Executive, except for payment of amounts
of Base Salary accrued through the
termination date. For purposes of this
agreement, "Cause" shall mean: (i) the
continued willful failure by Executive to
substantially perform her duties with
the Company, (ii) the willful engaging by
Executive in gross misconduct
materially and demonstrably injurious to
the Company or (iii) Executive's
material breach of Sections 3, 6 or 7 of
this Agreement; provided, that with
respect to any breach that is curable by
Executive, as determined by the Board
in good faith, the Company has provided
Executive written notice of the material
breach and Executive has not cured such
breach, as determined by the Board in
good faith, within fifteen (15) days
following the date the Company provides
such notice.
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(b) Termination as a Result of Executive's Death or
Disability. If Executive's employment
hereunder is terminated by reason of
Executive's Disability (as hereinafter
defined) or death, Executive's (or
Executive's estate's) right to benefits
under this Agreement will terminate as
of the date of such termination and all of
the Company's obligations hereunder
shall immediately cease and terminate,
except that Executive or Executive's
estate, as the case may be, will be
entitled to receive accrued Base Salary and
benefits through the date of termination as
well as any pro-rated share (based
on the period of actual employment) of any
bonus under the AICP that Executive
would have been entitled to had she worked
the full year during which the
termination occurred, provided that where
Executive's bonus is subject to
individual criteria the allocation shall be
made by Executive's immediate
supervisor taking into account historical
bonus amounts, such payment to be made
in full within forty-five (45) days
following the determination of the amount
thereof (but in no case later than ninety
(90) days after the close of the
termination year) and in accordance with
the Company's normal payroll practices
and procedures (and no part shall be
contributed to a retirement or deferred
compensation mechanism). As used herein,
Executive's Disability shall have the
meaning set forth in any long-term
disability plan in which Executive
participates, and in the absence thereof
shall mean that, due to physical or
mental illness, Executive shall have failed
to perform her duties on a full-time
basis hereunder for one hundred eighty
(180) consecutive days and shall not have
returned to the performance of her duties
hereunder on a full-time basis before
the end of such period, and if Disability
has occurred termination shall occur
within thirty (30) days after written
notice of termination is given (which
notice may be given before the end of the
one hundred eighty (180) day period
described above so as to cause termination
of employment to occur as early as
the last day of such period).
(c) Termination by the Company other than as a Result of
Executive's Death or Disability or other
than for Cause. If Executive's
employment is terminated by the Company for
any reason other than Executive's
death or Disability or other than for
Cause, subject to Executive entering into
and not revoking a release of claims in
favor of the Company and abiding by the
provisions set forth in Section 6,
Executive shall be entitled to the following
benefits:
(i) Cash severance payments equal in the aggregate to
twelve (12) months of Executive's annual
Base Salary at the time of termination,
payable in twelve (12) equal monthly
installments beginning at the end of the
first full month following termination of
employment. If Executive's employment
is terminated during the period beginning
ninety (90) days before the execution
of a binding agreement with respect to a
transaction that, if completed, would
constitute or result in a Change of Control
(as defined below) or twelve (12)
months following a Change in Control, cash
severance payments equal in the
aggregate to eighteen (18) months of
Executive's annual Base Salary at the time
of termination, payable in eighteen (18)
equal monthly installments beginning at
the end of the first full month following
termination of employment. The payment
provisions of this agreement shall be
accelerated in the event that such
payments are treated as deferred
compensation and subject Executive to an excise
tax.
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(
