Exhibit 10.21
Amendment to Compensation and
Severance Agreement
This Amendment to Compensation and
Severance Agreement as amended (this “ Amendment
”) is made and entered into effective as of December 31,
2008 (the “ Amended Date ”) by and between
InfrastruX Group, Inc. (the “Employer”), and John
Higgins (the “ Employee ”).
W I T N E S S E T
H
WHEREAS, the Company and the
Executive are parties to a certain Compensation and Severance
Agreement originally dated November 30, 2006, and subsequently
amended November 20, 2008 (the “ Original
Agreement ”); and
WHEREAS, the Company and the
Executive wish to amend the Original Agreement in a manner intended
to ensure compliance with Section 409A of the Internal Revenue
Code (“Section 409A”) as set forth in this Amendment
effective as of the Amendment Date;
NOW, THEREFORE, in consideration of
the mutual covenants and agreements set forth herein, the Company
and the Executive hereby agree and amend the Original Agreement as
follows:
1. Definitions . Capitalized
terms used and not otherwise defined in this Amendment have the
meanings given such terms in the Original Agreement. The Original
Agreement, as amended by this Amendment, is referred to as the
“ Agreement .”
2. Amendments .
(a) To the extent applicable, it is
intended that the Agreement comply with the provisions of section
409A. The Agreement will be administered and interpreted in a
manner consistent with this intent, and any provision that would
cause the Agreement to fail to satisfy Section 409A will have no
force and effect until amended to comply therewith (which amendment
may be retroactive to the extent permitted by
Section 409A).
(b) Any annual bonus or incentive
award payable under the Agreement shall be paid to the Executive in
the year following the year for which it
