exhibit10-3.htm

B. The Committee appointed to administer the Plan has determined that Optionee is eligible to participate in the Plan and that it would be to the advantage and best interest of the Company and its stockholders to grant the Option provided for herein to Optionee; and

C. This Agreement is prepared in conjunction with and under the terms of the Plan. Terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan; and

Subject to the provisions of this Agreement and the provisions of the Plan, the Company has granted effective [_________] (the "Effective Date") to Optionee the right and option to purchase all or any part of [ ] shares of common stock, par value $.01 per share ("Stock"), of the Company. The Option granted pursuant to this Agreement is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

(i) Vesting Schedule. Except as otherwise provided herein or in the Plan, the Option shall become 100 percent vested four years from the date of grant, if Optionee has continuously provided services to the Company or a Subsidiary or has been continuously employed by the Company or a Subsidiary until such date. Prior to becoming 100 percent vested, the Option shall become exercisable in four cumulative installments as follows and shall remain exercisable until the tenth anniversary of the date of grant (the "Option Term"), subject to the forfeiture provisions set forth in Section 2.2(a):

%	Number of Shares	Date First Available For Exercise
25%	[ ]	[ ]
25%	[ ]	[ ]
25%	[ ]	[ ]
25%	[ ]	[ ]

(a) Except as set forth herein or in subsections (b), (c), (d) or (e) below, an Option may not be exercised unless the Optionee is then in the employ of, maintains an independent contractor relationship with, or is a director of, the Company or a Subsidiary (or a company or a parent or subsidiary company of such company issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies), and unless the Optionee has remained continuously so employed, or continuously maintained such relationship, since the date of grant of the Option.

(b) If the Optionee's employment or service terminates because of Optionee's death or disability, all of the Optionee's Options (regardless of the extent to which such Options are then exercisable) shall remain exercisable until the earlier of (i) one (1) year following the date of such termination of employment or service and (ii) expiration of the term of the Option and shall thereafter terminate.

(c) If the Optionee's employment or service terminates upon the Optionee's retirement on or after the Optionee's attainment of his "normal retirement age" (as such term is defined in the Social Security Act of 1935, as amended), the portions of outstanding Options granted to the Optionee that are exercisable as of the date of such termination of employment or service shall remain exercisable until the earlier of (i) one (1) year following the date of such termination of employment or service and (ii) expiration of the term of the Option and shall thereafter terminate. All additional portions of outstanding Options granted to such Optionee which are not exercisable as of the date of such termination of employment or service, shall terminate upon the date of such termination of employment or service.

(d) If the Optionee's employment or service is terminated for Cause, all vested and unvested outstanding Options granted to such Optionee shall terminate on the date of the Optionee's termination of employment or service.

(e) If the Optionee's employment or service with the Company and its Subsidiaries terminates (including by reason of the Subsidiary which employs the Optionee ceasing to be a Subsidiary of the Company) other than as described in subsections (b), (c) and (d) above, the portions of outstanding Options granted to the Optionee that are exercisable as of the date of such termination of employment or service shall remain exercisable until the earlier of (i) 90 days following the date of such termination of employment or service and (ii) expiration of the term of the Option and shall thereafter terminate. All additional portions of outstanding Options granted to such Optionee which are not exercisable as of the date of such termination of employment or service, shall terminate upon the date of such termination of employment or service.

(a) The Option, to the extent then vested and exercisable, shall be exercisable by delivery to the Company of a written notice stating the number of shares as to which the Option is exercised pursuant to this Agreement and a designation of the method of payment of the exercise price with respect to Stock to be purchased. An Option may not be exercised for less than 100 shares of Stock (or the number of remaining shares of Stock subject to the Option if less than 100).

(b) The exercise price of the Option, or portion thereof, with respect to Stock to be purchased, shall be paid in full at the time of exercise; payment may be made in cash, which may be paid by check, or other instrument or in any other manner acceptable to the Company. In addition, any amount necessary to satisfy applicable federal, state or local tax requirements shall be paid promptly upon notification of the amount due. The Committee may permit, in its sole discretion, such amount to be paid in Stock previously

Not later than the date of exercise of the Option granted hereunder, Optionee shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Option. The Company shall, to the extent permitted or required by law, have the right to deduct from any payment of any kind otherwise due to Optionee federal, state, and local taxes of any kind required by law to be withheld upon the exercise of such option.

If the Optionee engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company under any agreement, policy or plan, then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach the Option shall be cancelled and, if and to the extent the Option was exercised within a period of 18 months prior to such breach, the Optionee shall be required to return to the Company, upon demand, any cash or equity acquired by Optionee upon such exercise or sale.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Optionee and the Optionee's legal representative in respect of any questions arising under the Plan or this Agreement.

Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at 12150 East 112th Avenue, Henderson, Colorado, 80640, Attention: Chief Legal Officer, and to Optionee at the address set forth below or at such other address as either party may hereafter designate in writing to the other by like notice.

In the event of any ambiguity in this Agreement, any term which is not defined in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern.

This Agreement may not be amended in any manner except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of such party of a provision of this Agreement.

	MYR GROUP INC.


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