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EXHIBIT 10.4
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement"), effective this 27th day
of
June, 2005 ("Effective Date"), is entered
into by and between Walter G.
MacFarland ("Executive"), and InfraSource
Services, Inc. (the "Company").
WHEREAS, Executive desires to provide the Company and certain of
its
subsidiaries with his 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 his employment hereunder,
Executive agrees to serve the Company, and
the Company shall employ Executive,
as Executive Vice President- Electric or in
such other executive capacity or
capacities, at the same level of
responsibility, 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 his employment hereunder and
except for illness, reasonable vacation
periods, and reasonable leaves of
absence, Executive shall in good faith (i)
devote all of his 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 Thirty
Eight Thousand Five Hundred dollars
($238,500.00) 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 the consent of the Executive.
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(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 from time
to time. Executive's target bonus
opportunity level shall be forty (40%) percent
of base salary. This bonus will be based
principally upon the financial
performance of the Company and the Electric
Business Unit 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
50,000 option shares (the "Option") on his
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) 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 his
obligations under this Agreement.
(e) 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 he
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 and the reimbursement of
job-related expenses. For purposes of
this agreement, "Cause" shall mean: (i) the
continued willful failure by
Executive to substantially perform his
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.
(b) Termination as a Result of Executive's Death or
Disability. If Executive's employment
hereunder is terminated by reason of
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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,
the reimbursement of any job-related
expenses, 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 he 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). Executive or
Executive's estate will also have the
ability to exercise stock options in which
Executive had vested as of the date of
Executive's death or the date of
Executive's termination due to disability.
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 his 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, Executive shall be reimbursed for
any job-related expenses and, subject to
Executive entering into and not
revoking a release of claims in favor of
the Com
