8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

November 12, 2010

Date of Report (Date of earliest event reported)

Primoris Services Corporation

(Exact name of Registrant as specified in its charter)

Delaware	001-34145	20-4743916
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

26000 Commercentre Drive, Lake Forest, California 92630

(Address of principal executive offices)

(Zip Code)

(949) 598-9242

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

Item 2.01Completion of Acquisition or Disposition of Assets.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 3.02Unregistered Sales of Equity Securities.

Completion of Merger with Rockford Holdings Corporation

Summary

On November 12, 2010 Primoris Services Corporation, a Delaware corporation (“we,” “us,” “our,” “Primoris” or the “Company”), completed the previously announced merger (the “Merger”) with Rockford Holdings Corporation, a privately-held Delaware corporation (“Rockford”).  The material terms of the Merger were previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2010.

Pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated November 8, 2010, by and among Primoris, Primoris Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Primoris (“Merger Sub”), Rockford, all of the stockholders of Rockford (collectively, the “Stockholders”) and Christopher S. Wallace, as representative of the Stockholders (the “Representative”), Merger Sub merged with and into Rockford on the closing date.  As a result of the Merger, Rockford became our wholly-owned subsidiary.

We paid the Stockholders approximately $64.2 million in initial Merger consideration at closing, consisting of the following: approximately $35 million in cash; 1,605,709 shares of unregistered Primoris common stock (the “Closing Shares”); and a subordinated convertible promissory note in the principal amount of approximately $16.7 million.  In addition, if Rockford attains certain specified financial goals for the fiscal years ending December 31, 2010, 2011 and 2012, we have agreed to pay the Stockholders an additional $18.4 million in earnout consideration, payable in cash and shares of unregistered Primoris common stock.  As a result, and assuming that the earnout consideration is earned, the total consideration payable to the Stockholders pursuant to the Merger Agreement may be approximately $82.6 million.

The Merger Agreement contains covenants, representations and warranties of the Company, Merger Sub, Rockford and the Stockholders that are customary for transactions of this type.  Prior to the closing of the Merger, and other than with respect to the Merger Agreement, neither we nor any of our officers, directors, affiliates or any of their associates had any material relationship with Rockford, the Stockholders or the Representative.  The following description of the Merger Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Merger Agreement, which was filed as Exhibit 2.1 to our Current Report on Form 8-K as filed with the Commission on November 12, 2010, and which is incorporated herein by reference.

Merger Consideration

Cash Payment at Closing

On the closing date, we paid the Stockholders approximately $35 million in cash.  However, a portion of the cash consideration was placed in escrow, as discussed below.

Issuance of Closing Shares

Pursuant to the Merger Agreement, we agreed to issue the Stockholders a number of shares of our unregistered common stock equal to approximately $12.5 million divided by the average closing price of our common stock, as reported on NASDAQ, for the 20 business days prior to the closing date.  The average closing price of our common stock for the 20 business days prior to November 12, 2010 was $7.77 (the “Closing Price”).  As a result, we issued to the Stockholders an aggregate total of 1,605,709 Closing Shares on the closing date.  The Closing Shares were not allocated among the Stockholders based on their relative number of shares of Rockford prior to the closing date.

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The Closing Shares were issued pursuant to an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D thereunder.

Execution of Subordinated Convertible Promissory Note

On the closing date, we executed a convertible promissory note (the “Note”) in favor of certain of the Stockholders in the aggregate principal amount of approximately $16.7 million.  The principal amount of the Note was not allocated among the Stockholders based on their relative number of shares of Rockford prior to the closing date.  The principal amount of the Note has been divided into two portions.  Approximately $9.7 million of the Note has been designated as “Loan A”  and approximately $7.0 million of the note has been designated as “Loan B.”  Both portions of the Note are due and payable on October 31, 2013 and bear interest at different rates until maturity.  For the first 12 months of the Note, both portions bear interest at a rate equal to 5%.  For months 13 through 24, both portions bear interest at a rate equal to 7%.  Thereafter and until maturity, both portions bear interest at a rate equal to 8%.  The Note may be prepaid in whole or in part at any time.

Payments of principal and interest on that portion of the Note constituting Loan A are payable in cash in 36 equal and fully amortizing monthly payments.  Payments of principal and interest on that portion of the Note constituting Loan B are payable in cash in 36 fully amortizing monthly payments.  However, at such time as the promissory note (the “JCG Note”) executed by us in connection with our 2009 acquisition of James Construction Group, LLC (“JCG”) is paid in full, the monthly principal payments on that portion of the Note constituting Loan B will increase to $250,000.

If we complete an equity financing while that portion of the Note constituting Loan A is outstanding, we have agreed to use 15% of the net proceeds of any such equity financing in excess of $10 million to prepay a portion or all of that portion of the Note constituting Loan A, as the case may be.  In addition, we have agreed to use 33% of any cash proceeds raised in connection with incurrence of any indebtedness (other than under a bank line of credit or to finance operating expenses, equipment and capital expenditures), to prepay a portion or all of that portion of the Note constituting Loan A, as the case may be.

If we complete an equity financing while that portion of the Note constituting Loan B is outstanding, we have agreed to use 10% of the net proceeds of any such equity financing (in addition to the 15% discussed above with respect to Loan A) in excess of $10 million to prepay a portion or all of that portion of the Note constituting Loan B, as the case may be.  In addition, if Rockford attains certain specified financial goals for the fiscal years ending December 31, 2010 and 2011, we have agreed to prepay $1.0 million of that portion of the Note constituting Loan B for each such fiscal year in which such goals were attained.

At any time after the date that is 12 months after the issuance date of the Note, each Note holder has the right to convert all, but not less than all, of its proportionate share of the outstanding principal balance of that portion of the Note constituting Loan B into a number of shares of our restricted common stock equal to such Note holder’s proportionate share divided by the Closing Price (the “Conversion Price”).  The Conversion Price is subject to certain specified adjustments.  However, the Note shall not be convertible to the extent, and only to the extent, that after giving effect to such conversion, the sum of the number of shares of common stock issued under the Note plus the number of shares of common stock issued under the Merger Agreement, including the Closing Shares and any earnout shares, would exceed the Share Cap (as defined and discussed below)

While any amount is outstanding under the Note, without the prior written consent of the Note holders’ representative, we have agreed not to: (i) incur any obligations for seller financing associated with the acquisition of a business without subordinating it to the Note, (ii) make any payment on outstanding indebtedness that has been subordinated to the Note, (iii) make any distribution or declare or pay any dividends (except for regular, quarterly dividends), (iv) consummate any transaction that would require prepayment under the Note, if we are not permitted to do so by our senior lender and/or surety company, and (v) purchase, acquire, redeem or retire any of the our common stock, unless the principal balance of the Note is less than $10 million.

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The Stockholders have entered into subordination agreements with our senior lender, bonding agency and the holders of the JCG Note, pursuant to which the Note is subordinated to amounts owed to our senior lender, bonding agency and the holders of the JCG Note.

The foregoing descriptions of the Note and the subordination agreements are not intended to be complete and are qualified in their entirety by the complete text of the Note and the subordination agreements, which are attached as Exhibits 10.1, 10.4, 10.5, 10.6 and 10.7 to this Current Report on Form 8-K, respectively, and which are incorporated herein by reference.

Earnout Consideration

2010 Earnout Period

Subject to certain specified adjustments, if Rockford’s income before interest, taxes, depreciation and amortization, as that term is defined in the Merger Agreement, for the three month period commencing October 1, 2010 and ending December 31, 2010 is equal to or greater than $9.0 million, we have agreed to issue to certain of the Stockholders an additional number of shares of  our restricted common stock equal to $4.6 million divided by the average closing price of our common stock, as reported on NASDAQ, for the 20 business days prior to December 31, 2010.

2011 Earnout Period

Subject to certain specified adjustments, if Rockford’s income before interest, taxes, depreciation and amortization, as that term is defined in the Merger Agreement, for the fifteen month period commencing October 1, 2010 and ending December 31, 2011 is equal to or greater than $34.0 million but less than $38.0 million, we have agreed to pay certain of the Stockholders $2.3 million in cash and to issue to the Stockholders an additional number of shares of our restricted common stock equal to $2.3 million divided by the average closing price of our common stock, as reported on NASDAQ, for the 20 business days prior to December 31, 2011.

Subject to certain specified adjustments, if Rockford’s income before interest, taxes, depreciation and amortization, as that term is defined in the Merger Agreement, for the fifteen month period commencing October 1, 2010 and ending December 31, 2011 is equal to or greater than $38.0 million, we have agreed to pay to certain of the Stockholders additional cash and shares for a total of $3.45 million in cash and to issue to the Stockholders an additional number of shares of our restricted common stock equal to $3.45 million divided by the average closing price of our common stock, as reported on NASDAQ, for the 20 business days prior to December 31, 2011.

2012 Earnout Period

Subject to certain specified adjustments, if Rockford’s income before interest, taxes, depreciation and amortization, as that term is defined in the Merger Agreement, for the twelve month period commencing January 1, 2012 and ending December 31, 2012 is equal to or greater than $14.0 million, we have agreed to pay certain of the Stockholders approximately $6.9 million in cash.

If any earnout consideration becomes payable, the earnout amounts will not be allocated among the Stockholders based on their relative number of shares of Rockford prior to the closing date.  Any earnout shares that become payable will be issued pursuant to an exemption from registration pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder.

Share Cap

Under no circumstances can the aggregate number of Closing Shares, earnout shares and shares issuable upon conversion of the Note exceed 9.9% of the number of shares of our common stock that were issued and outstanding on November 8, 2010 (the “Share Cap”).  If the number of earnout shares to be issued would be in excess of the Share Cap, we would issue only such number of earnout shares up to the Share Cap and then pay to the Stockholders, in cash, the dollar amount equivalent of any earnout shares to be issued in excess of the Share Cap.

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Potential Adjustment to Merger Consideration

The Merger consideration may be reduced dollar for dollar by the amount, if any, by which the stockholders equity, as indicated on Rockford’s balance sheet as of the day immediately preceding the closing date, is less than $39.0 million.  The Merger Agreement provided that $400,000 (the “Amount”) of the cash portion of the Merger consideration payable at closing was to be held back by us to provide a source for offsetting any such reduction in the Merger consideration.  At the closing, we waived the requirement that the Amount be held back.  If the Merger consideration is reduced, the Stockholders have agreed to pay us the amount of the reduction.

Portion of Cash Consideration Placed in Escrow

On the closing date, an additional $400,000 of the cash portion of the Merger consideration was placed in an escrow account (the “Escrow Amount”).  The Escrow Amount will be used to provide a source of indemnity against specified damages to us, as described in the Merger Agreement.  The Escrow Amount will remain in escrow until the later of 18 months after the closing date or the date that our audited financial statements for the fiscal year ended December 31, 2011 are released and distributed, unless all or a portion become payable to us.

Management

In connection with the Merger, two of Rockford’s key employees, Frank Welch and Patrick Rockford, entered into employment and noncompetition agreements with us, effective as of the closing date.  The foregoing descriptions of the employment and noncompetition agreements are not intended to be complete and are qualified in their entirety by the complete text of such agreements. A form of each of the agreements is attached as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.

Registration Rights

Subject to certain specified exceptions and limitations, if we file a shelf registration statement for the purpose of registering shares of our common stock issued as earnout consideration to the former members of JCG, we have agreed to include the shares of common stock issuable under the Merger Agreement in such registration statement.

In addition, subject to certain specified exceptions and limitations, we granted the Stockholders “piggyback” registration rights, pursuant to which we have agreed to use our reasonable best efforts to include the shares of common stock issuable under the Merger Agreement in any registration statement (other than pursuant to (i) a registration statement on Forms S-4 or S-8 or any successor or similar forms, or (ii) a registration on any form that does not permit secondary sales) that we file after the closing date.

Item 9.01Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited financial statements and unaudited interim financial statements of Rockford required by this Item 9.01(a) will be filed by amendment not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The unaudited pro forma financial information required by this Item 9.01(b) will be filed by amendment not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

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(d)Exhibits

Exh. No.	Description
2.1	Agreement and Plan of Merger, dated November 8, 2010, by and among Primoris Services Corporation, Primoris Merger Sub, Inc., Rockford Holdings Corporation, all of the stockholders of Rockford Holdings Corporation and Christopher S. Wallace, as representative of the stockholders of Rockford Holdings Corporation (1)
10.1	Convertible Promissory Note, dated November 12, 2010, executed by Primoris Services Corporation in favor of certain of the stockholders of Rockford Holdings Corporation
10.2	Form of Employment Agreement, dated November 5, 2010, by and among Rockford Corporation and Employee
10.3	Form of Noncompetition Agreement, dated November 5, 2010, by and among Primoris Services Corporation and Employee
10.4	Subordination Agreement, dated November 12, 2010, by and among Primoris Services Corporation, Christopher S. Wallace, as representative of the stockholders of Rockford Holdings Corporation, and Liberty Mutual Insurance Company
10.5	Subordination Agreement, dated November 12, 2010, by and among Primoris Services Corporation, Christopher S. Wallace, as representative of the stockholders of Rockford Holdings Corporation, and The PrivateBank and Trust Company
10.6	Subordination Agreement, dated November 12, 2010, by and among Primoris Services Corporation, Christopher S. Wallace, as representative of the stockholders of Rockford Holdings Corporation, and Michael D. Killgore, as representative of the former members of James Construction Group, LLC
10.7	Subordination Agreement, dated November 12, 2010, by and among Primoris Services Corporation, Christopher S. Wallace, as representative of the stockholders of Rockford Holdings Corporation, and CNA Surety Corporation

(1) Filed with the Commission as an exhibit to our Current Report on Form 8-K on November 12, 2010.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PRIMORIS SERVICES CORPORATION
Dated: November 18, 2010	By:	/s/ Peter J. Moerbeek
	Peter J. Moerbeek
	Executive Vice President, Chief Financial Officer

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EXHIBIT INDEX

Exh. No.	Description
2.1	Agreement and Plan of Merger, dated November 8, 2010, by and among Primoris Services Corporation, Primoris Merger Sub, Inc., Rockford Holdings Corporation, all of the stockholders of Rockford Holdings Corporation and Christopher S. Wallace, as representative of the stockholders of Rockford Holdings Corporation (1)
10.1	Convertible Promissory Note, dated November 12, 2010, executed by Primoris Services Corporation in favor of certain of the stockholders of Rockford Holdings Corporation
10.2	Form of Employment Agreement, dated November 5, 2010, by and among Rockford Corporation and Employee
10.3	Form of Noncompetition Agreement, dated November 5, 2010, by and among Primoris Services Corporation and Employee
10.4	Subordination Agreement, dated November 12, 2010, by and among Primoris Services Corporation, Christopher S. Wallace, as representative of the stockholders of Rockford Holdings Corporation, and Liberty Mutual Insurance Company
10.5	Subordination Agreement, dated November 12, 2010, by and among Primoris Services Corporation, Christopher S. Wallace, as representative of the stockholders of Rockford Holdings Corporation, and The PrivateBank and Trust Company
10.6	Subordination Agreement, dated November 12, 2010, by and among Primoris Services Corporation, Christopher S. Wallace, as representative of the stockholders of Rockford Holdings Corporation, and Michael D. Killgore, as representative of the former members of James Construction Group, LLC
10.7	Subordination Agreement, dated November 12, 2010, by and among Primoris Services Corporation, Christopher S. Wallace, as representative of the stockholders of Rockford Holdings Corporation, and CNA Surety Corporation

(1) Filed with the Commission as an exhibit to our Current Report on Form 8-K on November 12, 2010.

EX-10.1

Exhibit 10.1

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, THAT SUCH REGISTRATION IS NOT REQUIRED.

THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO ANY AND ALL INDEBTEDNESS OF THE ISSUER TO THE PRIVATEBANK AND TRUST COMPANY OR ITS SUCCESSORS AND ASSIGNS (“THE PRIVATEBANK”) IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT BETWEEN THE HOLDERS AND THE PRIVATEBANK, DATED NOVEMBER 12, 2010, TO WHICH REFERENCE IS HEREBY MADE FOR A MORE FULL STATEMENT THEREOF.  THE HOLDER HAS AGREED THEREBY NOT TO SELL, ASSIGN, TRANSFER, PLEDGE OR HYPOTHECATE THIS NOTE WITHOUT THE PRIVATEBANK’S WRITTEN CONSENT.

CONVERTIBLE PROMISSORY NOTE

$16,711,967	November 12, 2010
	Lake Forest, California

FOR VALUE RECEIVED, PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Issuer”), promises to pay to the order of each of the individuals set forth on Exhibit A hereto (each a, “Holder” and collectively, the “Holders”), the specific principal amounts next to each such Holder’s name as set forth on Exhibit A hereto with an aggregate principal sum of Sixteen Million Seven Hundred Eleven Thousand Nine Hundred Sixty-Seven Dollars ($16,711,967), together with interest as computed below.

This Note is issued pursuant to the Agreement and Plan of Merger of even date herewith (as amended, modified or supplemented, the “Merger Agreement”) by and between Issuer, the Holders and Rockford Holdings Corporation (“Rockford”).

The following is a statement of the rights of each Holder and the conditions to which this Note is subject, and to which each Holder, by the acceptance of this Note, agrees:

1.Certain Definitions.  The following terms, when used in this Note, shall have the following meanings.  Any of these terms may, unless the context otherwise requires, be used in the singular or plural depending on the reference.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

“Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

“Applicable Interest Rate” means the rate per annum equal to:

a.five percent (5%) during the period beginning on the Issuance Date and ending on the First Period Termination Date;

b.seven percent (7%) during the period beginning on the First Period Termination Date and ending on the date twenty-four (24) months after the Issuance Date; and

c.eight percent (8%) thereafter.

“Common Stock” means Issuer’s common stock, $.0001 par value per share.

“Event of Default” shall have the meaning set forth in Section 5.

“First Period Termination Date” shall mean that date which is twelve (12) months after the Issuance Date.

“Holder” means the Persons specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note.

“Holders’ Representative” means Christopher S. Wallace, or any individual appointed as a successor Holders’ Representative pursuant to Section 7 hereof.

“Issuance Date” means [November 1], 2010.

“Issuer” includes Primoris Services Corporation, a Delaware corporation, and any Person which shall succeed to or assume the obligations of Issuer under this Note, provided, however, that Issuer shall not be released hereunder except pursuant to a written release executed by Holders’ Representative or by payment in full of all the Obligations.

“James Note” means that promissory note in the original principal amount of Fifty-Three Million Five Hundred Thousand Dollars ($53,500,000.00) dated December 18, 2009, issued to the Holders listed in Exhibit A to said promissory note.

“Loan A” means that Nine Million Six Hundred Sixty-Nine Thousand One Hundred Dollars ($9,669,100) portion of the Note that is subject to certain payments of principal as more fully outlined in Section 2.1(A) below.

“Loan B” means that Seven Million Forty-Two Thousand Eight Hundred Sixty-Seven Dollars ($7,042,867) portion of the Note that is subject to certain payments of principal and certain rights of conversion into Issuer common stock as more fully outlined in Sections 2.1(B) and (C) below.

“Maturity Date” means October 31, 2013.

“Merger Agreement” shall have the meaning set forth in the second introductory paragraph of this Note.

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“Net Equity” means the amount of cash proceeds received by Issuer in connection with the offering of any capital equity of Issuer or any of its Affiliates minus any expenses incurred in connection with such offering, including but not limited to attorneys’ fees, underwriters’ fees and accountants’ fees.

“Note” means this Convertible Promissory Note.

“Obligations” means and includes all loans, advances, debts, liabilities and obligations, howsoever arising, owed by Issuer to the Holders of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of this Note, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by Issuer hereunder.

“Person” means and includes an individual, an individual or entity serving in the capacity as a trustee of a trust or the trust itself, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

“Qualified Debt” means the amount of cash proceeds received by Issuer or any of its Affiliates in connection with the incurrence of any indebtedness except for indebtedness under a bank line of credit (provided that with respect to indebtedness under a line of credit to finance the acquisition of a business whatever the structure, this exception shall be limited to an outstanding balance of $10,000,000 in the aggregate at any time) or indebtedness incurred to finance operating expenses, equipment and capital expenditures (but specifically excluding any capital expenditures associated with the acquisition of a business whatever the structure) incurred by Issuer or any of its Affiliates in the ordinary course of business.

“Subordination Agreements” means the subordination agreements with The PrivateBank and Trust Company, Liberty Mutual Insurance Company, and the holders of the James Note subordinating, in accordance with their terms, the Note to Issuer’s senior lender, bonding agency and the holders of the James Note all as attached hereto as Exhibit B.

2.Payments of Principal and Interest; Default Interest Rate; Late Fees.

2.1Payments of Principal and Interest.  Beginning on the Issuance Date, the outstanding principal balance of this Note shall bear interest at the Applicable Interest Rate and shall be computed on the basis of a 365-day year and the actual number of days elapsed.

2.1(A)Repayment of Loan A.

(i)All accrued and unpaid interest on the unpaid principal balance of Loan A shall be payable monthly in arrears on the first (1st) day of each month (each, a “Payment Date”) commencing December 1, 2010 (the “Initial Payment Date”).

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(ii)In addition to the interest payments described above, Issuer shall make monthly principal payments on Loan A in the amount of Two Hundred Sixty-Eight Thousand Five Hundred Eighty-Six Dollars ($268,586) commencing on the Initial Payment Date and continuing on each Payment Date thereafter until Loan A is paid in full.

(iii)Unless sooner paid, all amounts outstanding under Loan A shall be due and payable in full on the Maturity Date.

(iv)Issuer shall prepay Loan A in an amount equal to (i) Fifteen percent (15%) of Net Equity raised in excess of Ten Million Dollars ($10,000,000), if any, plus (ii) thirty-three percent (33%) of Qualified Debt raised, if any.

(v)Any prepayment of Loan A, whether required or discretionary, shall be applied first to expenses due the Holders including without limitation late fees, second to accrued interest due, and third to principal applied in inverse order of when such principal is scheduled to be paid.

(vi)Any prepayment required by Section 2.1(A)(iv) above shall be due within ten (10) business days of the receipt of such cash proceeds by Issuer.

2.1(B)Repayment of Loan B.

(i)All accrued and unpaid interest on the unpaid principal balance of Loan B shall be payable monthly in arrears on each Payment Date commencing with the Initial Payment Date.

(ii)In addition to the interest payments described above, Issuer shall make monthly principal payments on Loan B in the amount of One Hundred Sixty-Six Thousand Six Hundred Sixty-Seven Dollars ($166,667) commencing on the Initial Payment Date and continuing on each Payment Date thereafter until Loan B is paid in full; provided, however, subsequent to the final payment being made on the James Note, Issuer shall increase monthly principal payments on Loan B to Two Hundred Fifty Thousand Dollars ($250,000) per month beginning the first calendar month after the James Note has been paid off in full.

(iii)Unless sooner paid, all amounts outstanding under Loan B shall be due and payable in full on the Maturity Date.

(iv)Issuer shall prepay Loan B as follows:

(a)in an amount equal to ten percent (10%) of Net Equity raised in excess of Ten Million Dollars ($10,000,000), if any;

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(b)in an amount equal to $1,000,000 on April 5, 2011 if Rockford has achieved its Target EBITDA for the 2010 Earnout Period as defined in the Merger Agreement; and

(c)in an amount equal to $1,000,000 on April 5, 2012 if Rockford has achieved its Target EBITDA for the 2011 Earnout Period as defined in the Merger Agreement.

(v)Any prepayment of Loan B, whether required or discretionary, shall be applied first to expenses due the Holders including without limitation any late fees, second to accrued interest due, and third to principal applied in inverse order of when such principal is scheduled to be paid.

(vi)Any prepayment required by Section 2.1(B)(iv)(a) above shall be due within fifteen (15) days of the receipt of such cash proceeds by Issuer.  Any prepayment required by either Sections 2.1B(iv)(b) or (c) shall be due within fifteen (15) days of a final determination of Target EBITDA for such Earnout Period as required by Section 2.8 of the Merger Agreement.

2.1(C)Optional Conversion of Loan B.

(i)Subject to the terms of this Section 2.1(C), any Holder shall have the right (“Conversion Right”), but not the obligation, at any time after the First Period Termination Date, to individually convert all (but not less than all) of its proportionate outstanding principal balance of Loan B into fully paid and nonassessable shares of Common Stock at the conversion price set forth in Section 2.1(C)(ii) (the “Conversion Price”). The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”  Issuer shall give written notice to Holder’s Representative ten (10) days prior to any voluntary prepayment of Loan B, and any Holder shall have seven (7) days from the date of such written notice to elect to execute the Conversion Right subject to the restrictions and requirements set forth in Section 2.1(C)(iv).  If any Holder fails to exercise the Conversion Right within said seven (7) day period, such Holder will not be allowed to exercise the Conversion Right until such prepayment has occurred.  Issuer shall give written notice to Holder’s Representative fifteen (15) days after Issuer receives a written letter of intent in connection with raising any Net Equity in excess of Ten Million Dollars ($10,000,000) and any Holder shall have seven (7) days from the date of such written notice to elect to exercise the Conversion Right subject to the restrictions and requirements set forth in Section 2.1(C)(iv).  If any Holder fails to exercise the Conversion Right within said seven (7) day period, such Holder will not be allowed to exercise the Conversion Right until after such funding proposed in the letter of intent occurs or such letter of intent expires or is terminated.

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(ii)Subject to adjustment as provided in Section 2.1(C)(v) hereof, the Conversion Price per share of Common Stock shall be equal to the Closing Stock Price.

(iii)Notwithstanding anything to the contrary contained in this Note, this Note shall not be convertible by any Holder hereof, and Issuer shall not effect any conversion of this Note or otherwise issue any shares of Common Stock pursuant hereto, either (i) prior to the First Period Termination Date, or (ii) to the extent (but only to the extent) that after giving effect to such conversion, the sum of the number of shares of Common Stock issued under this Note plus the number of shares of Common Stock issued under the Merger Agreement would exceed 9.9% of Issuer’s outstanding shares of Common Stock (as presently constituted) (the “Conversion Limitation”).  No prior inability to convert this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility.  The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Conversion Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Conversion Limitation. The limitations contained in this paragraph shall apply to any successor Holder of this Note.  The holders of Common Stock shall be third party beneficiaries of this paragraph and Issuer may not waive this paragraph without the consent of holders of a majority of its Common Stock.

(iv)In the event that a Holder elects to convert all (but not less than all) of its proportionate outstanding principal balance of Loan B into Common Stock after the First Period Termination Date, the Holder shall give notice of such election by delivering an executed and completed notice of conversion in the form of Exhibit C attached hereto (“Notice of Conversion”) to Issuer.  A Holder’s proper election to convert shall be irrevocable.  On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the principal balance as entered in its records.  Each date on which a Notice of Conversion is delivered to Issuer in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”).

(v)Issuer will cause its transfer agent to transmit one or more certificates representing the Conversion Shares to the Holder within five (5) business days after receipt by Issuer of the Notice of Conversion.   In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised, and the Conversion Shares issuable upon such conversion, shall be deemed to have been issued upon the deemed delivery date to Issuer of the Notice of

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Conversion.  The Holder shall be treated for all purposes as the record holder of such Common Stock on such deemed delivery date.  Each certificate representing Conversion Shares shall bear a customary restricted stock legend and the Conversion Shares shall be transferrable only in accordance with the Securities Act of 1933, as amended.

(vi)Any accrued and unpaid interest in respect of principal converted into Common Stock shall be payable on the next scheduled Payment Date.  For the avoidance of doubt, interest shall cease to accrue on the Conversion Date as to any principal converted.

(vii)The Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Sections 2.1(C)(i) and (ii), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

(a)If Issuer at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid principal balance, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

(b)If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

(viii)During the period the conversion right exists, Issuer will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of the remaining principal balance of Loan B.  Issuer represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.  Issuer agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of Loan B.

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2.2Default Interest Rate.  If any amount of principal or interest on this Note is not paid when due the entire outstanding principal balance of the Note shall bear interest at a rate to the Applicable Interest Rate plus two percent (2%) from the due date of such installment of such principal or interest until such default is cured by the payment of all principal and interest and late fees then due (“Default Interest”).  The incurrence of Default Interest shall not excuse late payment.

2.3Late Fees.  Should any payment under this Note not be paid when due and payable, it is recognized by Issuer that the Holders will incur extra expenses for handling the delinquent payment.  The exact amount of said extra expenses is impossible to ascertain at this time, but a charge of two percent (2%) of the amount of the delinquent payment would be a fair approximation of the expense so incurred by the Holders.  Therefore, in the event a payment is received more than ten (10) days after the date on which it was due, Issuer shall, without notice and without prejudice to the right of the Holders to declare an Event of Default or to collect any other amounts due hereunder, pay to the Holders a “late charge” equal to two percent (2%) of the amount of the delinquent payment.  At the option of Issuer, said late charge may be added to the principal under this Note.

2.4No Right of Offset.  Other than as allowed in the Merger Agreement, Issuer shall have no right to set off against payments due under this Note.

2.5Allocation Among Holders. All payments under this Note whether principal, interest, late fees, and expenses shall be paid to the Holders pro rata based on the principal balance due each Holder.

3.Payment on Non-Business Days. Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of California, such payment may be due on the next succeeding business day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

4.Prepayment.  Upon ten (10) days prior written notice to the Holders, Issuer may prepay this Note in whole or in part, without premium or fee and such prepayment will be applied by Holder in accordance with Section 2.1(A)(v) and 2.1(B)(v) above, pro-rata to the amounts outstanding under Loan A and Loan B.

5.Events of Default.  The occurrence of any of the following shall constitute an “Event of Default” under this Note:

5.1Failure to Pay.  Issuer shall fail to pay when due any payment required under the terms of this Note by the end of the tenth day following the due date.

5.2Breaches of Covenants.  Issuer shall fail to observe or perform any covenant set forth in Section 8 and such failure shall continue for twenty (20) days after Issuer’s receipt of Holder’s written notice to Issuer of such breach.

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5.3Voluntary Bankruptcy or Insolvency Proceedings.  Issuer shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing.

5.4Involuntary Bankruptcy or Insolvency Proceedings.  Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Issuer or of all or a substantial part of its property, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Issuer or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of commencement.

5.5Cessation of Business.  Issuer dissolves, is subject to liquidation or ceases to conduct business in the ordinary course.

5.6Change of Control.  Notwithstanding the foregoing, this Note, plus all accrued interest, shall be paid in full within 30 days after a Change of Control. A “Change of Control” shall be deemed to have occurred if, at any time, (a) Buyer ceases to control Rockford or to be entitled to elect all of the members of the board of directors or managers of Rockford; or (b) all or substantially all of any of the assets of Buyer or Rockford are sold in one transaction or a series of transactions to any Person or related group of Persons; or (c) Buyer or Rockford are merged with or into another Person except for a merger in which the stockholders of Issuer immediately prior to the merger continue to beneficially own at least a majority of the equity in the combined entity immediately after the merger; or (d) the filing of a certificate of dissolution or the equivalent for Buyer or Rockford, or (e) the lapse of ninety (90) days after the notice to Buyer of revocation without a reinstatement of Buyer’s charter within thirty (30) days after receipt of notice of this revocation is received by Buyer.

5.7Levy or Seizure.  The attachment, seizure or levy under legal process, which is not removed within forty-five days, upon assets of Issuer or any of its Affiliates that are material to the operation of the business of Buyer and its subsidiaries when taken as a whole.

5.8Declaration of Event of Default.  Only the Holder’s Representative may declare an Event of Default.

6.Rights of Holder Upon Default.  Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 5.3 and 5.4) and at any time thereafter during the continuance of such Event of Default, Holder may declare all outstanding Obligations payable by Issuer hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; provided, however, if the Event of Default is the failure to pay as set forth in Section 5.1 and the reason for Issuer’s failure to pay is that Issuer is contractually prohibited from making a

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payment due to the terms of the Subordination Agreements, then the Holders shall not be entitled to declare all outstanding Obligations payable by Issuer until the earlier of (a) the date that is 180 days after the date that the Event of Default was triggered, or (ii) the date 10 days after the contractual prohibition to payment has been removed.  Upon the occurrence or existence of any Event of Default described in Sections 5.3 and 5.4, immediately and without notice, all outstanding Obligations payable by Issuer hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.  In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Holder may exercise any other right power or remedy permitted by law, either by suit in equity or by action at law, or both.

7.Holders Representative.  Each Holder by executing this Note hereby constitutes and appoints Christopher S. Wallace as Holders’ Representative, pursuant to the terms and provisions of Section 9.18 of the Merger Agreement.

8.Certain Covenants.  While any amount is outstanding under this Note, without the prior written consent of the Holders’ Representative, Issuer shall not:

8.1Incur any obligations for seller financing associated with the acquisition of a business (whatever the structure) without making it contractually subordinated in right of payment to the payment of this Note; or

8.2make any payment on account of indebtedness of Issuer that has been contractually subordinated in right of payment to this Note; or

8.3except for regular, in terms of purpose, quarterly dividends, make any distribution or declare or pay any dividends (in cash or other property, other than common stock); or

8.4if Issuer is not permitted by the senior lender and/or surety company that are parties to the Subordination Agreements to make the prepayments required under Section 2, Issuer shall not consummate the transaction that would have required the prepayment; or

8.5purchase, acquire, redeem, or retire any of any common stock of Issuer, whether now or hereafter outstanding, unless the principal balance of this Note is less than Ten Million Dollars ($10,000,000).

9.Successors and Assigns.  Subject to the restrictions on transfer described in Sections 11 and 12, the rights and obligations of Issuer and Holders of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

10.Waiver and Amendment.  Any provision of this Note may be amended, waived or modified upon the written consent of Issuer and the Holders’ Representative.

11.Transfer of this Note.  With respect to any offer, sale, assignment or other disposition of this Note, any Holder will give written notice to Issuer prior thereto, describing the identity of the assignee thereof, and such transfer shall be effectively following the written consent of Issuer which shall not be unreasonably withheld.

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12.          Assignment by Issuer.  Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by Issuer without the prior written consent of the Holders’ Representative and any such assignment without such written consent shall be void.

13.          Notices.  All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given on the earlier of (a) when actually received, (b) two business days after it is sent by overnight courier, or (c) two business days after it is sent by registered or certified mail (return receipt requested, postage prepaid) and addressed to the intended recipient as set forth below:

If to Holders or Holders’ Representative:

c/o Christopher Wallace
Second City Capital Corporation
1075 West George Street, Suite 2600
Vancouver, BC, Canada V6E 3C9
Telephone:        (604) 806-3350
Facsimile:         (604) 661-4873

Copy to:

Ball Janik LLP

15 SW Colorado Avenue, Suite 3

Bend, OR 97702

Telephone: (541) 617-1309

Facsimile (541) 617-8824
Attn:  Robert Stout, Esq.

And:

If to Issuer:

PRIMORIS SERVICES CORPORATION
26000 Commercentre Drive
Lake Forest, CA  92630
Telephone:        (949) 598-9242
Facsimile:         (949) 595-5544
Attn:    General Counsel

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Copy to:

Rutan & Tucker, LLP
611 Anton Blvd., Suite 1400
Costa Mesa, CA 92626
Telephone:         (714) 641-5100
Facsimile:          (714) 546-9035
Attn:      George Wall, Esq.

Either Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient.  Either Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth.

14.          Payment.  Payment shall be made in lawful tender of the United States.

15.          Usury.  In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

16.          Expenses; Waivers.  Issuer agrees to pay all costs and expenses of collection incurred by the Holders in connection with enforcement of this Note whether incurred prior to or after an action is instituted by Holders. If action is instituted to collect this Note, the non-prevailing party promises to pay all costs and expenses, including, without limitation, reasonable attorneys’ fees, expert fees and all other costs, incurred by the prevailing party in connection with such action. Such expenses, costs and fees include but are not limited to those which may be incurred in connection with all appearances and other activity in bankruptcy or insolvency proceedings involving the Issuer or the enforcement of the Note, the defense of any claims or causes of action against the Holders, and in the negotiation or settlement by the Holders of any modification or compromise, or request for same, regarding the performance by Issuer of any of its obligations hereunder, all without regard to any statutory, judicial, administrative or other schedule for reimbursement or payment of legal fees.  Issuer hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

17.          Governing Law; Venue; Arbitration.  This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California, or of any other state.  Venue for all proceedings shall be in Orange County, California.  Each of the Parties agrees that all claims in respect of any Action (as defined in the Merger Agreement) or proceeding arising out of or relating to this Note shall be determined and resolved pursuant to Section 9.15 of the Merger Agreement.  Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and

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waives any bond, surety, or other security that might be required of the other Party with respect thereto.  Either Party may make service on the other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 13 above.  Nothing in this Section 17, however, shall affect the right of either Party to serve legal process in any other manner permitted by law or at equity.  Each Party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

18.          Failure or Indulgence Not Waiver. No failure or delay on the part of the Holders in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

19.          Notices Regarding Equity or Qualified Debt.  If Issuer or any of its Affiliates raise additional capital that results in Net Equity or increase the balance due under any Qualified Debt, then Issuer shall notify Holders of same.

20.          Right of Set-Off.  Issuer shall have a right of set-off against this Note pursuant to Section 8.15 of the Merger Agreement.  The exercise of such right of set-off by Issuer in good faith, whether or not ultimately determined to be justified, will not constitute an Event of Default.

[SIGNATURE ON NEXT PAGE]

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IN WITNESS WHEREOF, Issuer has caused this Note to be issued as of the date first written above.

PRIMORIS SERVICES CORPORATION,

a Delaware corporation

/s/ Brian Pratt

EXHIBITS:

AList of Holders and Principal Amounts

BSubordination Agreements

CNotice of Conversion

[Signature page to Convertible Promissory Note]

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EXHIBIT A

HOLDERS AND PRINCIPAL AMOUNTS

Holders	Note Allocation(1)
Second City Capital Corporation	$	14,420,106
Lemmie Rockford	1,602,234
CCH Partners Holdings	34,481
Fortress Value Recovery Fund I LLC	655,146
Total	$	16,711,967

EXHIBIT B

SUBORDINATION AGREEMENTS

EXHIBIT C

NOTICE OF CONVERSION

(To be executed by Holder in order to convert Loan B under the Note)

The undersigned Holder hereby elects to convert $                                         of the remaining principal balance due to the undersigned Holder in respect of Loan B under the Convertible Promissory Note (“Note”) issued by PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Issuer”) on                                      , 2010 into Shares of Common Stock of the Issuer according to the terms and conditions set forth in the Note. The effective date of conversion shall be the date this Notice of Conversion is deemed received by Issuer under the terms and conditions of the Note.

Date:

Conversion Price:

Shares To Be Delivered:

Signature:

Print Name:

Address:

EX-10.2

Exhibit 10.2

FORM OF

EMPLOYMENT AGREEMENT

BETWEEN

ROCKFORD CORPORATION

AND

Employee

November 5, 2010

FORM OF

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of November 5, 2010, and effective as of the Closing Date (as hereinafter defined), by and among Rockford Corporation, an Oregon corporation (the “Employer”), and Employee, an individual (the “Employee”).

WHEREAS, pursuant to that certain Agreement and Plan of Merger by and among Primoris Services Corporation,  Rockford Holdings Corporation, and Christopher S. Wallace, as Sellers’ Representative dated on or about November 5, 2010, a closing date for the consummation of the prospective purchase is defined therein (the “Closing Date”);

WHEREAS, the Employer desires to employ the Employee, and the Employee desires to accept such employment, on the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

1.Definitions.

Generally, defined terms used in this Agreement are defined in the first instance in which they appear herein.  In addition, the following terms and phrases shall have the following meanings:

“Board” shall mean the board of directors of Employer.

“Business Day” shall mean any day that is not a Saturday, Sunday, or a day on which banking institutions in California are not required to be open.

“Cause” shall mean the Employee’s:

(i)failure to devote substantially all his working time to the business of Employer and its Affiliates and Subsidiaries;

(ii)willful disregard of his duties, or his intentional failure to act where the taking of such action would be in the ordinary course of the Employee’s duties hereunder;

(iii)gross negligence or willful misconduct in the performance of his duties hereunder;

(iv)commission of any act of fraud, theft or financial dishonesty, or any felony or criminal act involving moral turpitude; or

(v)unlawful use (including being under the influence) of alcohol or drugs or possession of illegal drugs while on the premises of the Employer or any of its Affiliates or while performing duties and responsibilities to the Employer and its Affiliates.

“Confidential Information” shall mean all proprietary and other information relating to the business and operations of Employer, which has not been specifically designated for release to the public by an authorized representative of Employer, including, but not limited to the following: (i) information, observations, procedures and data concerning the business or affairs of Employer; (ii) products or services; (iii) costs and pricing structures; (iv) analyses; (v) drawings, photographs and reports; (vi) computer software, including operating systems, applications and program listings; (vii) flow charts, manuals and documentation; (viii) data bases; (ix) accounting and business methods; (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice; (xi) customers, vendors, suppliers and customer, vendor and supplier lists; (xii) other copyrightable works; (xiii) all production methods, processes, technology and trade secrets and (xiv) all similar and related information in whatever form.  Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Employee proposes to disclose or use such information.  Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

“Disability” shall mean the Employee’s inability, due to physical or mental illness or disability, to perform the essential functions of his employment with the Employer, even with reasonable accommodation that does not impose an undue hardship on the Employer, for more than sixty (60) consecutive days, or for any ninety (90) days within any one year period, unless a longer period is required by federal or state law, in which case such longer period will be applicable.  The Employer reserves the right, in good faith, to make the determination of Disability under this Agreement based on information supplied by the Employee and/or his medical personnel, as well as information from medical personnel selected by the Employer or its insurers.

“Employer” shall mean Rockford Corporation.

“Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, an investment fund, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Termination Date” shall mean the effective date of the termination of the Employee’s employment hereunder, which (i) in the case of termination by resignation, shall mean the date that is ninety (90) days following the date of the Employee’s written notice to the Employer of his resignation; provided, however, that the Employer may accelerate the Termination Date; (ii) in the case of termination by reason of death shall mean the date of death; (iii) in the case of termination by reason of Disability, shall mean the date specified in the notice of such termination delivered to the Employee by the Employer (but no sooner than the giving of the notice); (iv) in the case of a Termination for Cause or a Termination without Cause, shall mean

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the date specified in the written notice of such termination delivered to the Employee by the Employer; (iv) in the case of termination by mutual agreement shall mean the date mutually agreed to by the parties hereto and (v) in the case of nonrenewal, shall mean the expiration of the Employment Period.

2.Employment.

a.Initial Term.  The Employer shall employ the Employee, and the Employee accepts employment with the Employer, upon the terms and conditions set forth in this Agreement.  The initial term of this Agreement (the “Initial Term”) shall be for a period of five (5) years commencing on the Closing Date, unless terminated earlier pursuant to Article 5 hereof; provided, however, that Employee’s obligations in Article 11 and Article 12 hereof shall continue in effect after such termination.

b.Additional Terms.  This Agreement may be extended beyond the Initial Term upon the mutual consent and agreement of Employee and Employer.  The Initial Term and additional terms or periods of time, if any, during which Employee remains employed by Employer shall collectively be referred to herein as the “Employment Period”.

3.Position and Duties.

During the Employment Period, the Employee shall serve as ______________, reporting to ___________________ of Primoris Services Corporation, or to such officer as may hereafter be assigned by the _________________ of Primoris Services Corporation, and shall have the usual and customary duties, responsibilities and authority of such position.  In addition, during the Employment Period, if elected or appointed thereto, shall serve as an officer and/or member of the board of any subsidiary of Employer as reasonably requested by the Employer and its subsidiaries, in each case, without additional compensation hereunder.  The Employee hereby accepts such employment and positions and agrees to diligently and conscientiously devote his full and exclusive business time, attention, and best efforts in discharging and fulfilling his duties and responsibilities hereunder.  The Employee shall comply with the Employer’s policies and procedures and the direction and instruction of the Board and the Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts with the duties of the Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage.

4.Compensation

(a)Salary.  During the Employment Period, the Employer shall pay the Employee base salary (the “Base Salary”) at the rate of ______________ per annum, payable in equal installments twice monthly on Employer’s regular payroll dates, less applicable deductions and withholdings.

(b)Performance Bonus.  In addition to the Base Salary, during the Employment Period the Employee shall be eligible to receive a cash bonus (the “Bonus”) with respect to each calendar year as of the last day of which the Employee is employed by the Employer.  The amount of the Bonus, if any, payable in respect of any calendar year will be determined at the

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sole discretion of Employer by the Board or compensation committee of the Board of Directors of Employer’s parent company (the “Compensation Committee”).  The Bonus, if any, payable with respect to a calendar year shall be paid within thirty (30) days following the rendering of Employer’s audited financial statements for the relevant calendar year.

(c)Benefits and Perquisites.  In addition to the Base Salary, Employee shall be entitled to all other benefits of employment provided to other employees of Employer; provided, however, that during the Employment Period Employee shall be entitled to ______________ weeks of vacation per annum.  Additional benefits and perquisites will be provided subject to Employer’s policies and practices in effect and then in place at the Closing Date, and the terms of applicable benefit plans and arrangements as in effect from time to time.

(d)Reimbursements.  The Employer shall reimburse the Employee for all reasonable and necessary business-related expenses incurred by him in the course of performing his duties under this Agreement which are consistent with Employer’s policies and practices in effect and then in place at the Closing Date, including travel, entertainment and other business expenses, subject to the Employer’s requirements with respect to reporting and documentation of such expenses.

(e)Deductions and Withholding.  The Employer shall deduct from any payments to be made by it to or on behalf of the Employee under this Agreement any amounts required to be withheld in respect of any federal, state or local income or other taxes.

(f)Annual Review of Base Salary.  The Board (or the Compensation Committee) shall undertake a review of the Base Salary not less frequently than annually during the Employment Period and may increase, but not decrease, the rate of Base Salary from the rate then in effect.

5.Termination of Employment.

The Employee’s employment under this Agreement shall be terminated upon the earliest to occur of the following events:

(a)Termination for Cause.  The Employer may in its sole discretion terminate this Agreement and the Employee’s employment hereunder for Cause at any time and with or without advance notice to the Employee.

(b)Termination without Cause.  The Employer may terminate this Agreement and the Employee’s employment hereunder without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given).

(c)Mutual Agreement.  This Agreement and the Employee’s employment hereunder may be terminated by the mutual written agreement of the Employer and the Employee (“Mutual Agreement”).

(d)Termination by Death or Disability.  This Agreement and the Employee’s employment hereunder shall automatically terminate upon the Employee’s death or Disability.

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(e)Resignation.  The Employee may terminate this Agreement and his employment hereunder upon ninety (90) days advance written notice to the Employer (“Resignation”).

(f)Nonrenewal.  In the event either party does not elect to renew the term of this Agreement, this Agreement and the Employee’s employment hereunder shall automatically terminate as of the expiration of the current term in effect (“Nonrenewal”).

6.Compensation upon Termination

(a)General.  In the event of the Employee’s termination of employment for any reason, the Employee or his estate or beneficiaries shall have the right to receive the following:

(i)the unpaid portion of the Base Salary and paid time off accrued and payable through the Termination Date;

(ii)reimbursement for any expenses for which the Employee shall not have been previously reimbursed, as provided in Section 4(d); and

(iii)continuation of health insurance coverage rights, if any, as required under applicable law.

(b)Termination for Cause, Resignation, Mutual Agreement or Nonrenewal.  In the event of the Employee’s termination of employment by reason of (i) Termination for Cause, (ii) Resignation, (iii) Mutual Agreement or (iv) Nonrenewal, the Employer shall have no current or further obligations (including Base Salary) to the Employee under this Agreement other than as set forth in Section 6(a).

(c)Termination without Cause or by Death or Disability.  Subject to Section 6(d), in the event of the Employee’s termination of employment hereunder by reason of (i) Termination without Cause or (ii) death or Disability, the Employee shall be entitled to the following (the “Severance Benefits”):

(i)a lump sum equal to one-half of the annual Base Salary in effect upon the Termination Date, payable within fifteen (15) days following the Termination Date;

(ii)a pro rata amount of a Bonus, if any, which would have been payable to the Employee for the calendar year in which the Termination Date occurs, determined after the end of the calendar year in which such Termination Date occurs and equal to the amount which would have been payable to the Employee if his employment had not been terminated during such calendar year multiplied by the fraction, the numerator of which is the number of whole months the Employee was employed by the Employer during such calendar year and the denominator of which is 12.  Any pro rata bonus payable under this Section 6(c)(ii) shall be paid in a lump sum at the time bonuses for such calendar year are otherwise payable to senior executives of the Employer; and

(iii)in the event that the Employee elects COBRA benefits, the Employer shall pay the Employee’s share of the premium for such COBRA benefits until the earlier of (i) 

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one year after the Termination Date or longer if and to the extent required by law; or (ii) the date that Employee obtains comparable health benefits through new employment.

(d)General Release.  Notwithstanding any provision to the contrary in this Agreement, the foregoing Severance Benefits under Section 6(c) shall not apply and the Employer shall have no obligations to pay or provide any Severance Benefits (other than upon the Employee’s termination of employment by reason of death), unless the Employee signs, delivers and does not rescind or revoke a general release, substantially in the form attached hereto as Exhibit A, of all known and unknown claims of the Employee (and his affiliates, successors, heirs and assigns and the like) against Employer and the Board.

(e)Exclusive Remedy.  The rights of the Employee set forth in this Section 6 are intended to be the Employee’s exclusive remedy for termination and, to the greatest extent permitted by applicable law, the Employee waives all other remedies.

7.Insurance.

Employer may, for its own benefit, maintain “key man” life and disability insurance policies covering the Employee.  The Employee will cooperate with Employer and provide such information or other assistance as they may reasonably request in connection with obtaining and maintaining such policies.

8.Exclusive Services.

During the term of this Agreement, the Employee will not accept or perform any work, consulting, or other services for any other business entity or for remuneration of any kind, without written approval by the Board.

9.The Employee’s Termination Obligations.

The Employee hereby acknowledges and agrees that all personal property and equipment furnished to or prepared by the Employee in the course of or incident to his employment hereunder belongs to Employer and shall be promptly returned to Employer upon termination of the Employee’s employment.  The term “personal property” includes, without limitation, all office equipment, laptop computers, cell phones, books, manuals, records, reports, notes, contracts, requests for proposals, bids, lists, blueprints, and other documents, or materials, or copies thereof (including computer files), and all other proprietary and non-proprietary information relating to the business of Employer.  Following termination of his employment hereunder, the Employee will not retain any written or other tangible material containing any proprietary or non-proprietary information of Employer.

10.Acknowledgment of Protectable Interests.

The Employee acknowledges and agrees that his employment with Employer involves building and maintaining business relationships and good will on behalf of the Employer with customers, and other professional contractors, subcontractors, employees and staff, and various providers and users of services related to Employer’s business; that he is entrusted with

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proprietary, strategic and other confidential information which is of special value to Employer; and that the foregoing matters are significant interests which the Employer is entitled to protect.

11.Confidential Information.

The Employee agrees that all Confidential Information that comes or has come into his possession by reason of his employment hereunder is the property of the Employer and shall not be used except in the course of employment by Employer and for Employer’s exclusive benefit.  Further, the Employee shall not, during his employment or thereafter, disclose or acknowledge the content of any Confidential Information to any person who is not an employee of Employer authorized to possess such Confidential Information.  Upon termination of employment, the Employee shall deliver to Employer all documents, writings, electronic storage devices, and other tangible things containing any Confidential Information and the Employee shall not make or retain copies, excerpts, or notes of such information.

12.Nonsolicitation/Nondisparagement.

In the event of the termination of this Agreement for any reason, the Employee shall not, for a period of two (2) years thereafter, directly or indirectly:

(a)solicit, induce or encourage any employee of Employer to terminate his or her employment with Employer;

(b)make any disparaging public statement concerning Employer; or

(c)use Employer’s Confidential Information to induce, attempt to induce or knowingly encourage any Customer (as defined below) of Employer to divert any business or income from Employer, or to stop or alter the manner in which they are then doing business with Employer.  The term “Customer” with respect to Employer shall mean any individual or business firm that is, or within the prior twenty-four (24) months was, a customer or client of Employer, or whose business was actively solicited by Employer at any time, regardless of whether such customer was generated, in whole or in part, by the Employee’s efforts.

13.Damages For Improper Termination With Cause.

In the event that the Employer terminates this Agreement and the Employee’s employment hereunder for “Cause,” but it subsequently is determined by an arbitrator or a court of competent jurisdiction, as the case may be, that the Employer did not have Cause for the termination, then for purposes of this Agreement, the Employer’s decision to terminate shall be deemed to have been a termination without Cause, and the Employer shall be obligated to pay  the Severance Benefits specified under Section 6(c), and only that amount, and as provided in Section 25.

14.Arbitration.

Any controversy or dispute arising out of, based upon, or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or arising out of, based upon, or relating in any way to the

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Employee’s employment or association with Employer, or termination of the same, including, without limiting the generality of the foregoing, any questions regarding whether a particular dispute is arbitrable, and any alleged violation of statute, common law or public policy, including, but not limited to, any state or federal statutory claims, shall be submitted to final and binding arbitration in Multnomah County, Oregon, in accordance with the JAMS Employment Arbitration Rules and Procedures, before a single neutral arbitrator selected from the JAMS panel, or if JAMS is no longer able to supply the arbitrator, such arbitrator shall be selected from the American Arbitration Association, in accordance with its National Rules for the Resolution of Employment Disputes (the arbitrator selected hereunder, the “Arbitrator”).  Provisional injunctive relief may, but need not, be sought by either party to this Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator.  Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes.  At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based.  Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction.  The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or the provision of services under this Agreement.  The Employer will pay the arbitrator’s fees and arbitration expenses and any other costs associated with the arbitration or arbitration hearing that are unique to arbitration.  Subject to the provisions of Section 25, the parties shall each pay their own deposition, witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in court.

15.Representations/Warranties.

The Employee represents and warrants that he is under no contractual or other obligation that would prevent him from accepting the Employer’s offer of employment as set forth herein.

16.Entire Agreement.

This Agreement is intended by the parties to be the final expression of their agreement with respect to the employment of the Employee by Employer and may not be contradicted by evidence of any prior or contemporaneous agreement (including, without limitation any term sheet or similar agreement entered into between Employer and the Employee).  The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.  No Representations.

No person or entity has made or has the authority to make any representations or promises on behalf of any of the parties which are inconsistent with the representations or promises contained in this Agreement, and this Agreement has not been executed in reliance on any representations or promises not set forth herein.  Specifically, no promises, warranties or

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representations have been made by anyone on any topic or subject matter related to the Employee’s relationship with the Employer or any of their executives or employees, including but not limited to any promises, warranties or representations regarding future employment, compensation, benefits, any entitlement to equity interests in Employer or regarding the termination of the Employee’s employment.  In this regard, the Employee agrees that no promises, warranties or representations shall be deemed to be made in the future unless they are set forth in writing and signed by an authorized representative of the Employer.

17.Amendments.

This Agreement may be modified only by agreement of the parties by a written instrument executed by the parties that is designated as an amendment to this Agreement.

18.Severability and Non-Waiver/Survival.

Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this Section 19, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering such provision or any other provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction.  If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.  No waiver of any provision or violation of this Agreement by the Employer shall be implied by the Employer’s forbearance or failure to take action.  The expiration or termination of the Employment Period and this Agreement shall not impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such expiration or termination.

19.Successor/Assigns.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives, executors, administrators, successors, and assigns, provided, however, that the Employee may not assign any or all of his rights or duties hereunder except following the prior written consent of the Employer.  The Employee shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following the Employee’s death by giving written notice thereof.  In the event of the Employee’s death or a judicial determination of his incompetence, references in this Agreement to the Employee shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

20.Voluntary and Knowledgeable Act.

The Employee represents and warrants that the Employee has read and understands each and every provision of this Agreement and has freely and voluntarily entered into this Agreement.

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21.Choice of Law.

This Agreement shall be governed as to its validity and effect by the laws of the state of Oregon without regard to principles of conflict of laws.

22.Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which together shall constitute one and the same instrument.

23.Notices.

All notices and other communications necessary or contemplated under this Agreement shall be in writing and shall be delivered in the manner specified herein or, in the absence of such specification, shall be deemed delivered when delivered in person or sent by first-class mail (certified or registered mail, return receipt requested, postage prepaid), facsimile or overnight air courier guaranteeing next day delivery, addressed as follows:

(a)if to the Employee, to him at his most recent address in Employer’s records,
(b)if to the Employer, to:	John M. Perisich
	26000 Commercentre Dr.
	Lake Forest, CA 92630
	Facsimile: (949) 595-5544
with a copy to:	Rutan & Tucker
	611 Anton Boulevard, Fourteenth Floor
	Costa Mesa, California 92626-1931
	Facsimile: (714) 546-9035
	Attention: George J. Wall, Esq.

or to such other address as the recipient party to whom notice is to be given may have furnished to the other party in writing in accordance herewith.

24.Attorneys’ Fees.

In the event that any dispute between the parties should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.  Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorneys’ fees and costs incurred in enforcing such judgment and an award of prejudgment interest from the date of the breach at the maximum rate of interest allowed by law.  For the purposes of this Section 25: (a) attorneys’ fees shall include, without limitation, fees incurred in the following:  (i) postjudgment motions; (ii) contempt proceedings; (iii) garnishment, levy, and debtor and third party examinations; (iv) discovery and

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(v) bankruptcy litigation and (b) “prevailing party” shall mean the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default or otherwise.

25.Descriptive Headings; Nouns and Pronouns.

Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.  Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice-versa.

26.Non-Qualified Deferred Compensation.

The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof.  Notwithstanding any provision of this Agreement to the contrary, in the event that the Employer determines that any amounts payable hereunder will be immediately taxable to the Employee under Section 409A of the Code and related Department of Treasury guidance, the Employer may (a) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Employer determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement and/or (b) take such other actions as the Employer determines necessary or appropriate to comply with the requirements of Section 409A of the Code and related Department of Treasury guidance, including such Department of Treasury guidance and other interpretive materials as may be issued after the date hereof.

27.Waiver of Jury Trial.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first written above.

Rockford Corporation

By:

Name:

Title:

Employee, individually

EXHIBIT A

[Form of Release]

1.[Severance Benefits]

2.Release of Claims.  Except as explicitly provided below, you agree that the foregoing consideration represents settlement in full of all outstanding obligations owed to you by the Company, and its respective officers, directors, partners, members, agents and employees, including, without limitation, any and all obligations under the Employment Agreement, and is satisfactory consideration for the waiver and release of all claims set forth herein.  On behalf of yourself, and your respective heirs, family members, executors and assigns, you hereby fully and forever release the Company and its past, present and future officers, agents, directors, employees, investors, stockholders, partners, members, administrators, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations and assigns (the “Releasees”), from, and agree not to sue concerning, or in any manner to institute, prosecute or pursue, or cause to be instituted, prosecuted, or pursued, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that you may possess against any of the Releasees arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Release including, without limitation:

(a)any and all claims relating to or arising from your employment relationship with the Company and the termination of that relationship;

(b)any and all claims relating to, or arising from, your right to purchase, or actual purchase of shares of stock or other securities of the Company or any of its affiliates or subsidiaries, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

(c)any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied, including, without limitation, any and all claims arising under or in connection with the Employment Agreement; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;

(d)any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990; the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974; The Worker Adjustment and Retraining Notification Act; the

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Family and Medical Leave Act; the California Fair Employment and Housing Act; the California Family Rights Act; and the California Labor Code, including, but not limited to Section 201, et seq,. Section 970, et seq., Sections 1400-1408; and all amendments to each such Act as well as the regulations issued thereunder;

(e)any and all claims for violation of the federal, or any state, constitution;

(f)any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;  and

(g)any and all claims for attorneys’ fees and costs;

provided, however, that the parties hereto agree and acknowledge that you have not, by virtue of this Release or otherwise, waived any claim, duty, obligation or cause of action relating to any of the following:

(i)any matter that arises after the Effective Date of this Release;

(ii)vested benefits under any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended;

(iii)any claim relating to indemnification in accordance with applicable laws or the Company’s certificate of incorporation or by-laws or any applicable insurance policy, with respect to any liability as a director, officer or employee of the Company (including as a trustee, director or officer of any employee benefit plan);

(iv)any right to obtain contribution as permitted by law in the event of entry of judgment against you as a result of any act or failure to act for which the Company and you are held jointly liable; and

(v)any of your rights under the Membership Interest Purchase Agreement and other agreements, stock or instruments executed or to be executed, or delivered or to be delivered in connection therewith (except for this Employment Agreement).

You agree that the release set forth in this Paragraph shall be and remain in effect in all respects as a complete general release as to the matters released.  This release does not extend to any obligations incurred under this Release.  In the event that any of the parties brings an action to enforce or effect their rights under this Release, the prevailing party shall be entitled to recover their reasonable attorneys’ fees and expenses incurred in connection with such an action.

3.Acknowledgment of Waiver of Claims under ADEA. You acknowledge that you are waiving and releasing any rights you may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary.  You and the Company agree that this Release does not apply to any rights or claims that may arise under

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ADEA after the Effective Date of this Release.  You acknowledge that the consideration given for this Release is in addition to anything of value to which you were already entitled.  You further acknowledge that you have been advised by this writing that:

(a)you should consult with an attorney prior to executing this Release;

(b)you have up to [        ] days within which to consider this Release;

(c)you have seven days following your execution of this Release to revoke this Release; and this Release shall not be effective until the eighth day after you execute and do not revoke this Release; nothing in this Release prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law.

Any revocation must be in writing and delivered to the Company as follows: [                                                            ] by close of business on or before the seventh day from the date that you sign this Release.

4.Civil Code Section 1542/Unknown Claims.  You represent that you are not aware of any claims against the Company other than the claims that are released by this Release.  You acknowledge that you have had the opportunity to be advised by legal counsel and are familiar with the provisions of California Civil Code 1542, below, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Being aware of said code section, you agree to expressly waive any rights you may have thereunder, as well as under any statute or common law principles of similar effect.

5.No Pending or Future Lawsuits.  You represent that you have no lawsuits, claims, or actions pending in your name, or on behalf of any other person or entity, against the Company or any of the Releasees with respect to claims released hereunder.  You also represent that you do not intend to bring any claims with respect to claims released hereunder on your own behalf or on behalf of any other person or entity against the Company or any of the Releasees.

6.Confidentiality of Release. You agree to keep the terms of this Release in the strictest confidence and, except as required by law, not reveal the terms of this Release to any persons except your immediate family, your attorney, and your financial advisors (and to them only provided that they also agree to keep the information completely confidential), and the court in any proceedings to enforce the terms of this Release.

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7.Non-Disparagement. You agree not to make any public oral or written statement, or take any other public action, that disparages or criticizes the Company’s management, employees, products or services, in any case that damages the Company’s reputation or impairs its normal operations provided Employee reserves the right to make allegations in litigation or arbitration matters with respect to claims not released hereunder.

8.Entire Agreement. The terms of which are specifically incorporated herein, this Release constitutes the entire agreement between you and the Company concerning your employment with and separation from the Company and all the events leading thereto and associated therewith, and supercedes and replaces any and all prior agreements and understandings, both written and oral, concerning your employment relationship with the Company.

9.Successors and Assigns. This Release shall be binding upon each of the parties and upon their respective heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of each party and to their heirs, administrators, representatives, executors, successors, and assigns.

10.No Admission of Liability. You understand and acknowledge that this Release constitutes a compromise and settlement of any and all potential disputed claims with respect to claims released hereunder.  No action taken by the Company hereto, either previously or in connection with this Release, shall be deemed or construed to be: (a) an admission of the truth or falsity of any potential claims; or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to you or to any third party.

11.Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Release.  Similarly, you represent and warrant that you have the capacity to act on your own behalf and on behalf of all who might claim through you to bind them to the terms and conditions of this Release.  The Company and you each warrant and represent that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.

12.Effective Date.  This Release is effective after it has been signed by both parties and after seven days have passed since you have signed this Release (such date, the “Effective Date”).

13.Voluntary Execution of Release.  This Release is executed voluntarily and without any duress or undue influence on the part or behalf of the parties hereto, with the full intent of releasing all claims except claims specifically excluded under Paragraph 4 hereof.  The parties acknowledge that:

(a)They have read this Release;

(b)They have been represented in the preparation, negotiation, and execution of this Release by legal counsel of their own choice or that they have voluntarily declined to seek such counsel;

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(c)They understand the terms and consequences of this Release and of the releases it contains; and

(d)They are fully aware of the legal and binding effect of this Release.  The laws of the State of Delaware govern this Release, regardless of the laws that might otherwise govern under applicable principles of conflict of law thereof.  In the event that any portion of this Release or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Release will continue in full force and effect and the application of such portion to other persons or circumstances will be interpreted so as reasonable to effect the intent of the parties hereto.  This Release may not be modified, amended, altered or supplemented except by the execution and delivery of a written agreement executed by you and an authorized representative of the Company or by a court of competent jurisdiction.

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EX-10.3

Exhibit 10.3

FORM OF

NONCOMPETITION AGREEMENT

THIS NONCOMPETITION AGREEMENT (the “Agreement”) is made as of November 5, 2010 and effective as of the Closing Date (as defined in the Merger Agreement (as defined below)) (the “Effective Date”) by and between Primoris Services Corporation, a Delaware corporation (“Buyer”), and Employee, an individual (“Seller”).

R E C I T A L S

A.Buyer and Seller are parties to an Agreement and Plan of Merger dated as of November 5, 2010 (the “Merger Agreement”), pursuant to which Buyer is acquiring all of the outstanding shares of Rockford Holdings Corporation (the “Company”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

B.Seller beneficially owns a material percentage of the equity interests of the Company and, as a result, Seller will derive substantial financial benefit from the transactions contemplated by the Merger Agreement.

C.Following the consummation of the transactions contemplated by the Merger Agreement, Buyer will engage in a business that provides, among other services, site development, heavy civil construction, infrastructure construction projects, including highways and bridges, oil and gas pipeline construction, directional drilling, construction of industrial facilities, equipment installation, storage facilities, process piping, engineering, project management, inspection services, structural steel and maintenance services (the “Business”).

D.It is a condition of Buyer’s obligations to consummate the transactions contemplated by the Merger Agreement that Seller execute and deliver to Buyer a noncompetition agreement incorporating the terms and conditions set forth herein, in order to protect the goodwill of the Business that is being acquired by Buyer under the Merger Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein and in the Merger Agreement (but not in consideration for any employment relationship or contract and not in the context of any employment relationship or contract), and intending to be legally bound hereby, the parties hereto agree as follows:

1.Agreement Not To Compete.

(a)In order to protect the business of Buyer and any of its Affiliates (as defined below), for a period of five (5) years beginning on the Effective Date and ending on the date which is five (5) years thereafter (the “Termination Date”):

(i)Seller will not, within the United States (the “Territory”), engage in, provide consulting services to, be employed by or have any interest in (whether as a proprietor, partner, director, officer, employee or stockholder) any corporation, general or

limited partnership, association, limited liability company, sole proprietorship, trust or other entity or organization, other than Buyer or any of its Affiliates, which is engaged in a business that directly competes with the Business;

(ii)Seller will not, directly or indirectly, at any time during the term of this Agreement (from the Effective Date through the Termination Date): (A) employ, or permit any company or business directly or indirectly controlled by Seller to employ, any person who is employed by Buyer or any entity controlling, controlled by or under common control with Buyer (an “Affiliate”); (B) interfere with or attempt to disrupt the relationship, contractual or otherwise, between Buyer or any of its Affiliates and any of their employees or consultants; (C) solicit or in any manner seek to induce any employee or consultant of Buyer or any of its Affiliates to terminate his or her employment or engagement with Buyer or any of its Affiliates; or (D) within the Territory, solicit any customers of Buyer or any of its Affiliates unless such solicitation is not related to the Business; and

(iii)Notwithstanding the foregoing, Seller shall not be precluded from engaging in any activity in Seller’s individual capacity relating or pertaining to services for engineering, project management, inspection or consultation that is performed directly for owners or customers that do not directly or indirectly compete with the Business of the Buyer as described herein.

(b)Notwithstanding Section 1(a) of this Agreement, Seller shall not be precluded from purchasing or owning stock in a publicly-held corporation if Seller’s holdings are less than two percent (2%) of the outstanding capital stock of such corporation and will not be precluded from owning an interest in Buyer.

2.Acknowledgments of Seller.  Seller hereby acknowledges and agrees that:

(a)this Agreement is necessary for the protection of the legitimate business interests of Buyer and its Affiliates, including but not limited to the protection of the goodwill of the Company which Buyer is acquiring;

(b)the restrictions contained in this Agreement regarding geographical scope, length of term and types of activities restricted are reasonable;

(c)the execution and delivery of this Agreement is a mandatory condition precedent to the consummation by Buyer of the transactions provided for in the Merger Agreement;

(d)Seller has no intention of competing with Buyer or any of its Affiliates with respect to the Business within the limitations set forth above;

(e)as an owner of the Company and through his ownership of the Company, Seller has received, either directly or indirectly, adequate and valuable consideration for entering into this Agreement.

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(f)Buyer’s business is national in nature and Buyer contracts with national clients requiring Buyer to do work throughout the United States;

(g)Seller acknowledges that the Business of the Company is also national in nature; and

(h)Seller acknowledges that this Agreement is not entered into in consideration in whole or in part for any employment relationship or employment contract which is effective for the period after the Closing with Buyer or any Affiliate of Buyer including Rockford Corporation.

3.Extension; Equitable Relief; Fees and Expenses.

(a)If Seller is determined by a court of competent jurisdiction to have violated the provisions of Section 1 hereinabove, the term described therein will be extended by that number of days which is equal to the aggregate number of days during which, at any time, Seller committed any such violation.

(b)Seller stipulates and agrees that any breach of this Agreement by Seller will result in immediate and irreparable harm to Buyer and its Affiliates, the amount of which will be extremely difficult to ascertain, and that Buyer could not be reasonably or adequately compensated by damages in an action at law.  For these reasons, Buyer or any of its Affiliates shall have the right to obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect Buyer or any of its Affiliates against, or on account of, any breach by Seller of the provisions of Section 1(a) of this Agreement without the proof of any actual damage caused to Buyer or any of its Affiliates.  Such right to equitable relief is in addition to all other legal remedies Buyer or any of its Affiliates may have to protect its rights.

(c)Each party shall bear its own attorneys’ fees and expenses in any suit or proceeding initiated in connection with this Agreement.

4.Severability.  The covenants, provisions and paragraphs of this Agreement are severable.  In the event that any portion of this Agreement is held to be illegal or unenforceable, in whole or in part, the same will not affect any other portion of this Agreement, and the remaining covenants, provisions and paragraphs or portions thereof, to the extent enforceable, shall, nevertheless, be binding and enforceable.  In furtherance and not in limitation of the foregoing, if any durational or geographic restriction or restriction on business activities covered under this Agreement shall be found by any court of competent jurisdiction to be overly-broad, and thus illegal or unenforceable, Seller and Buyer intend that such court will enforce this Agreement in any less broad manner the court may find appropriate by construing such overly-broad provisions to cover only that duration, geographic area or business activities which may be enforceable.  The parties expressly agree that this Agreement shall be given the construction that renders its provisions valid and enforceable to the maximum extent permitted by law and/or equity.

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5.Amendments.  No supplement, modification, amendment or waiver of the terms of this Agreement shall be binding on the parties hereto unless executed in writing by the party to be bound thereby.  No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.  Any failure to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any such terms or conditions.

6.Successors In Interest.  This Agreement shall be binding upon and shall inure to the benefit of the successors, assigns, estates, heirs and personal representatives of the parties hereto (provided that the restrictions themselves shall not apply to the successors, assigns, estates, heirs and personal representatives of Seller).  Neither party may assign his or its rights or obligations hereunder without the prior written consent of the other party hereto.  Notwithstanding the foregoing, Buyer may assign its rights hereunder to any Affiliate or to any successor in interest to the entire business of Buyer or to substantially all of the assets of Buyer.

7.Governing Law.  This Agreement shall be governed by and shall be construed in accordance with the laws of the State of Delaware without regard to the conflicts or choice of law provisions of any jurisdiction.

8.Consent to Jurisdiction.  Each party hereto hereby irrevocably submits to the exclusive venue in state or federal court in Orange County, California for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each party hereto consents to process being served in any such suit, action or proceeding by mailing a copy thereof via certified mail, return receipt requested, to such party at the address in effect for notices to it under Section 9 and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 8 shall affect or limit any right to serve process in any other manner permitted by law.

9.Notices.  All notices or other communications given pursuant to this Agreement shall be given in accordance with Section 9.7 of the Merger Agreement and, in the case of the Seller, shall be delivered as follows:

Employee Address and Phone Number

10.Counterparts.  This Agreement may be executed in one or more counterparts, all of which when taken together shall comprise one instrument.

11.Headings.  The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

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[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first above written.

BUYER:	Primoris Services Corporation,
	a Delaware corporation
	By:
		Its:
SELLER:
	Employee

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EX-10.4

Exhibit 10.4

Interchange Corporate Center
450 Plymouth Road, Suite 400
Plymouth Meeting, PA 19462-1644
Ph. (610) 832-8240

SUBORDINATION AGREEMENT

I.PARTIES

The parties to this Agreement are:

1.Primoris Services Corporation                                                                                                      , hereinafter called Contractor.

2.Christopher S. Wallace, as Sellers’ Representative                                                                           , hereinafter called Creditor.

3.Liberty Mutual Insurance Company and any other company that is part of or added to the Liberty Mutual Group and for which Liberty Mutual Surety underwrites surety business, hereinafter called “Surety”. For the purposes of this Agreement, the definition of Surety shall include Safeco Insurance Company of America, General Insurance Company of America, First National Insurance Company of America, Safeco National Insurance Company (individually and collectively the “Safeco Insurance Companies”).

II.RECITALS:

This Agreement is entered into based upon the following facts and circumstances:

(1)	From time to time Contractor may request Surety to execute instruments of suretyship on its behalf, hereinafter called Bonds.
(2)	Contractor is indebted to Creditor in the sum of $16,711,967                                          , as evidenced by that certain Convertible Promissory Note dated November 12, 2010 in favor of certain stockholders of Rockford Holdings Corporation hereinafter called “Promissory Note”.
(3)	Contractor and Creditor desire Surety to furnish Bonds as requested by Contractor and as an inducement therefor enter into the following Agreement.

III.COVENANTS:

In consideration of the furnishing of any such Bonds by Surety, Contractor and Creditor hereby agree as follows:

1.Creditor hereby subordinates all rights and claims against Contractor on account of the above mentioned indebtedness to any and all rights and claims of Surety on account of Loss as defined herein. Loss shall mean any and all loss or expense of whatever kind, including interest, court costs and counsel fees which Surety incurs or sustains as a result of or in connection with any Bond furnished by Surety. Originals or photocopies of claim drafts, or of payment records kept in the ordinary course of business, including computer print-outs, verified by affidavit, shall be prima facie evidence of the fact and amount of Surety’s loss and Surety shall be entitled to reimbursement for any and all disbursements made by it in good faith, under the belief that it was liable, or that such disbursement was necessary or expedient.

2.Surety’s Loss shall be paid in full out of the assets of the Contractor before any payment on account of the above mentioned indebtedness is made to or realized by Creditor.

3.Creditor hereby assigns to Surety all of its rights and claims, including its security, if any, on account of such indebtedness so that in the event of receivership, bankruptcy or insolvency of Contractor, Surety may enforce such rights and claims and may have dividends thereon until Surety is reimbursed in full for its Loss.

4.Unless specifically permitted in paragraph 11 below or Surety provides its express written consent, Creditor and Contractor agree that until Surety has been provided with competent legal evidence of the release or exoneration of each and every Bond, the mentioned indebtedness shall remain unchanged and unliquidated; that neither Creditor nor Contractor will by act or omission procure or permit the reduction of such indebtedness; nor will Creditor sell, transfer or hypothecate said indebtedness.

5.Creditor agrees that in the event of a breach of any of the terms of this Agreement, all funds, the value of any property and any benefit received by Creditor in connection with such breach shall be returned by Creditor to Contractor upon Surety’s demand. Contractor further agrees to compensate Surety for any damage the Surety sustained that was caused by or contributed to by any breach of the Agreement, including, but not limited to any breach of the Agreement by Creditor.

6.This Agreement shall apply to Bonds heretofore or hereafter executed and furnished by Surety, procured by Surety, or executed by any other surety as sole surety or as co-surety, and the rights hereunder shall inure to the benefit of Surety, such other surety, if any, and their reinsurers, if any.

7.This Agreement shall apply to Bonds executed both before and after the effective date of this Agreement including any alterations, renewals, extensions and modifications thereof.

8.The Surety’s ability to exercise any particular right or remedy under this Agreement, shall not be prejudiced by either a delay or failure to exercise such right or remedy. The obligations of the Creditor and Contractor hereunder shall be in addition to, and not in lieu of, their obligations to the Surety under any other agreements, including but not limited to the General Agreement of Indemnity executed in favor of the Surety, and in the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other agreements, the term or interpretation most favorable to the Surety, as determined by the Surety, shall control. Creditor and Contractor further acknowledge each has been provided with an opportunity to consult its own counsel prior to execution hereof.

9.Notwithstanding this Agreement, Surety has no obligation to issue Bonds requested by Contractor or Creditor.

10.This Agreement may not be terminated without the prior written consent of all parties hereto. In the event that all liability under the Bonds issued to Contractor has been extinguished, in the sole and absolute discretion of the Surety, Surety shall not withhold its consent to terminate this Agreement.

11.NOTWITHSTANDING the foregoing provisions, Contractor shall be entitled to make and Creditor shall be entitled to receive: a) payouts as set forth in Section 2.1(B)(iv)(b) & (c) of the Promissory Note; and b) installments no greater than the normally scheduled principal and interest amounts as set forth in the Promissory Note. In the event that Contractor desires to make and Creditor desires to receive any other prepayment or accelerated payment, the Contractor and/or the Creditor must provide Surety with 30 days prior written notice sent by certified mail (“Surety Notice”) of its request to make such a payment. Surety retains the right to expressly consent to such a payment, however, if Surety withholds its consent, Surety will provide written notice to both Contractor and Creditor within 30 days of receipt of the Surety Notice. Any payment made in violation of this paragraph shall be considered a breach of this Agreement as described in paragraph 5 and Surety shall be entitled to all remedies as described herein. Provided, however, that no payments of any kind may be made while any Loss remains unpaid to the Surety, or should Contractor be in breach of the General Agreement of Indemnity, this Agreement, or any other agreement executed in favor of Surety.

12.Any notice given to Surety or Contractor hereunder shall be given in writing and sent to the respective parties or their designated representative at the address below:

If to Surety:	Liberty Mutual Surety	If to Creditor:	Christopher S. Wallace
	450 Plymouth Road, Suite 400		Second City Capital Corporation
	Plymouth Meeting, PA 19462		1075 West George Street, Suite 2600
	ATTN: Home Office Underwriter		Vancouver, BC, Canada V6E 3C9
If to Contractor:	Primoris Services Corporation
	26000 Commercenter Drive
	Lake Forest, CA 92630
	ATTN: General Counsel

DATED as of this 12th day of November, 2010.

WITNESS/ATTEST

	Primoris Services Corporation
	(CORPORATION/PARTNER/PERSON as CONTRACTOR)
	By:		/s/ Brian Pratt		(SEAL)
	Title:			Chief Executive Officer
	Christopher S. Wallace, as Sellers’ Representative
	(CREDITOR)
	By:		/s/ Christopher S. Wallace			(Seal)
	Title:			Sellers’ Representative
LIBERTY MUTUAL INSURANCE COMPANY
(SURETY)
By:		/s/ Brett D. Asmus				(Seal)
		Attorney-in-Fact

EX-10.5

Exhibit 10.5

DATE:  NOVEMBER 12, 2010

SUBORDINATION AGREEMENT

The undersigned is a representative of the creditor (the “Creditor”) of Primoris Services Corporation, a Delaware corporation (the “Company”) and is duly authorized to enter into this Subordination Agreement on behalf of the Creditor.  In consideration of loans made or to be made, credit given or to be given, or other financial accommodations afforded or to be afforded to the Company, on such terms as may be agreed upon between THE PRIVATEBANK AND TRUST COMPANY or its successors or assigns (the “Bank”) and the Company, the Creditor agrees that all monetary obligations of the Company to the Creditor except for (i) wages earned and (ii) other payments (such as reimbursements and appropriate bonuses) to be made in the ordinary course of the Company’s business and (iii) all obligations of the Company under the Agreement and Plan of Merger by and among the Company, the undersigned and other Sellers dated effective November 12, 2010 (the “Merger Agreement”) except as evidenced by the Convertible Promissory Note (collectively, except for the excluded items described in (i), (ii) and (iii) above, the “Subordinated Indebtedness”) now existing or hereafter arising and howsoever evidenced or acquired (the aggregate principal amount of such Subordinated Indebtedness as of the date hereof being that amount outstanding pursuant to that certain Promissory Note, in form attached hereto as EXHIBIT A, in the face amount of Sixteen Million Seven Hundred Eleven Thousand Nine Hundred Sixty-Seven Dollars ($16,711,967) (the “Promissory Note”) of the Company payable to the Creditor) shall be and remain junior and subordinate to any and all obligations of the Company to the Bank (“Superior Indebtedness”) now existing or hereafter arising, whether direct or indirect, secured or unsecured, absolute or contingent, joint and several, and howsoever owned, or acquired.

Addresses of the parties hereto for notice purposes are set forth on the signature page.

Without limiting the generality of the foregoing, the Creditor further agrees with the Bank as follows:

1(a).        Except as provided in Section 1(b), so long as there is any “Default”, whether technical or monetary, on any Superior Indebtedness no payment of principal or interest (notwithstanding the expressed maturity or any time for the payment of principal on the Promissory Note) shall be made on the Promissory Note except with Bank’s prior written consent and the Creditor will take no steps, whether by suit or otherwise to compel or enforce the collection of the Promissory Note, nor will the Creditor use the Promissory Note by way of counterclaim, set off, recoupment or otherwise as to diminish, discharge or otherwise satisfy in whole or in part any indebtedness or liability of the Creditor to the Company.

1(b).        Upon the occurrence and continuance of any Event of Default under the Promissory Note, the Creditor shall not be entitled to accelerate outstanding obligations payable by the Company until 180 days after the date that the Event of Default was triggered.

1(c).        The Company may, however, pay scheduled principal (including scheduled prepayments of principal) and interest on the Promissory Note as outlined in paragraph #2 of the Promissory Note without obtaining written consent of the Bank, so long as no event of Default on Superior Indebtedness has occurred, or will occur as a result of such payment, and notwithstanding the provisions of Section 1(d) Creditor need not give Bank notice of such payments..

1(d).        The Creditor must provide the Bank with notice prior to a draw on the Subordinated Note.

2.             The Bank need not at any time give the Creditor notice of any kind of the creation or existence of any Superior Indebtedness, nor of the amount or terms thereof, all such notice being hereby expressly waived.  Also, the Bank may at any time from time to time, without the consent of or notice to the Creditor, without incurring responsibility to the Creditor, and without impairing or releasing the obligation of the Creditor under this agreement (i) renew, refund or extend the maturity of any Superior Indebtedness, or any part thereof, or otherwise revise, amend

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or alter the terms and conditions thereof, (ii) sell, exchange, release or otherwise deal with any property by whomsoever at any time pledged, mortgaged or otherwise hypothecated or subjected to a lien to secure any Superior Indebtedness, and (iii) exercise or refrain from exercising any rights against the Company and others, including the Creditor.

3.             The Creditor without prior written consent will not sell, assign, transfer, pledge or hypothecate any Subordinated Indebtedness, or any part thereof, or agree to discharge or forgiveness of the same so long as there remains any Superior Indebtedness except subject to and in accordance with the terms hereof and upon the agreement of the transferee or assignee to abide by and be bound by the terms hereof.

4.             The Bank shall provide the Creditor with immediate notice upon an Event of Default under the Superior Indebtedness.  Upon receipt of such notice, the Creditor shall not accept any payments from the Company on the Subordinated Indebtedness.  If the Company does make a payment to the Creditor in violation of the prohibition herein, all funds, the value of any property and any benefit received by the Creditor in connection with such payment shall be returned to the Company immediately upon demand by the Bank.

5.             The Creditor will cause all Subordinated Indebtedness to be at all times evidenced by the Promissory Note or notes of the Company and will cause all such notes to bear thereon a legend substantially as follows:

“The indebtedness evidenced by this Note is subordinate to any and all indebtedness, obligations and liabilities of the maker hereof to THE PRIVATEBANK AND TRUST COMPANY or its successors or assigns in the manner and to the extent set forth in that certain Subordination Agreement with said Bank dated November       , 2010, to which reference is hereby made for a more full statement thereof.  The holder has agreed thereby without said Bank’s written consent not to sell, assign, transfer, pledge or hypothecate this Note.”

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6.             This Subordination Agreement shall be continuing and binding until written notice of its discontinuance shall be actually received by you, and also shall continue to remain in full force and effect until all Superior Indebtedness created or existing prior to the receipt of such notice shall have been fully paid and satisfied.

Each and all of the promises herein contained shall be binding on the Creditor, his or her heirs, legal representatives and assigns, and shall inure to your benefit and the benefit of your successors and assigns.

CREDITOR:		BANK:
CHRISTOPHER S. WALLACE,		THE PRIVATEBANK AND TRUST COMPANY
AS CREDITOR’S REPRESENTATIVE
By:	/s/ Christopher S. Wallace	By:	/s/ John M. O’Connell
	Creditor’s Representative	Its:	Associate Managing Director
Address:		Address:		120 S. LaSalle Street
				Chicago, Illinois 60603

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Primoris Services Corporation hereby acknowledges receipt of a copy of the above Subordination Agreement and agrees to be bound by the terms and provisions thereof, to make no payment or distribution contrary to the terms thereof and to do every other act and thing necessary or appropriate to be done or performed by it in order to carry out the terms of the Subordination Agreement.

Dated:    November 12, 2010

PRIMORIS SERVICES CORPORATION

By:	/s/ Brian Pratt
Its:	CEO

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EX-10.6

Exhibit 10.6

SUBORDINATION AGREEMENT

THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of November 12, 2010 by and among Christopher S. Wallace, as Sellers’ Representative (“Junior Lender”), Primoris Services Corporation, a Delaware corporation (“Debtor”), and Michael D. Killgore, as Sellers’ Representative (“James Lender”), with reference to the following facts:

R E C I T A L S

A.In connection with that certain Membership Interest Purchase Agreement by and among Debtor, the members of James Construction Group, L.L.C., and James Lender, Debtor has issued to James Lender that certain Promissory Note in the original principal amount of $53,500,000 (the “James Note”).

B.In connection with that certain Agreement and Plan of Merger by and among Debtor, Primoris Merger Sub, Inc., Rockford Holdings Corporation and Junior Lender, Debtor has issued to Junior Lender that certain Promissory Note in the original principal amount of $16,711,967 (the “Junior Note”).

C.Section 8.1 of the James Note requires the Junior Note to be subordinated in right of payment to the payment of the James Note.

A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

ARTICLE 1
SELECTED DEFINITIONS

1.1Definitions.  The following capitalized terms shall have the meanings given to them below:

(a)“Bankruptcy Code” means 11 U.S.C. §§101, et seq.

(b)“James Lender Event of Default” means an “Event of Default” described in Section 5 of the James Note.

(c)“James Indebtedness” means all obligations of Debtor now or hereafter existing under the James Note whether for principal, interest (including, without limitation, interest, as provided in the James Note, accruing after the filing of a petition initiating any proceeding referred to in Section 2.2(a), whether or not such interest accrues after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding), fees, expenses or otherwise.

(d)“Subordinated Debt” means all obligations of Debtor now or hereafter existing under the Junior Note, whether for principal, interest (including, without limitation, interest accruing after the filing of a petition initiating any proceeding referred to in Section 2.2(a), whether or not such interest accrues after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding), fees, expenses or otherwise.

ARTICLE 2
SUBORDINATION

2.1Subordinated Debt Subordinate to James Indebtedness.  Debtor and Junior Lender agree that the Subordinated Debt is and shall be subordinate, to the extent and in the manner hereinafter set forth, to the prior payment in full of all James Indebtedness.

2.2Events of Subordination.

(a)In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of Debtor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any federal or state bankruptcy or similar law or upon any federal or state bankruptcy or similar law or upon an assignment for the benefit of creditors or any other marshalling of the respective assets and liabilities of Debtor or otherwise, (i) James Indebtedness shall first be paid in full before Junior Lender or its successors or assigns holding any of the Subordinated Debt shall be entitled to receive any payment of all or any of the Subordinated Debt, and (ii) any payment or distribution of any kind (whether in cash, property or securities) that otherwise would be payable or deliverable upon or with respect to the Subordinated Debt in any such case, proceeding, assignment, marshalling or otherwise shall be paid or delivered directly to James Lender for application (in the case of cash) to, or as collateral (in the case of noncash property or securities) for, the payment or prepayment of the James Indebtedness until the James Indebtedness shall have been paid in full.

(b)In the event that Junior Lender receives notice that any James Lender Event of Default shall have occurred and be continuing, no payment shall be made by or on behalf of Debtor for or on account of any Subordinated Debt, Junior Lender will take no steps, whether by suit or otherwise to compel or enforce the collection of the Subordinated Debt, and Junior Lender shall not take or receive from Debtor, directly or indirectly, in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Subordinated Debt.

(c)In the event that any Subordinated Debt is declared due and payable before its stated maturity, James Lender shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all James Indebtedness before the holders of the Subordinated Debt are entitled to receive any payment by Debtor on account of the Subordinated Debt.

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(d)So long as no James Lender Event of Default has occurred and is continuing, Junior Lender may accept from Debtor regularly scheduled payments of principal and interest on the Junior Note.  Debtor shall not make, and Junior Lender shall not accept, any prepayments under the Junior Note without the prior written consent of James Lender.

2.3In Furtherance of Subordination.

(a)If any proceeding referred to in Section 2.2(a) above is commenced by or against Debtor,

(i)James Lender is hereby irrevocably authorized and empowered (in its own name or in the name of Junior Lender), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred to in Section 2.2(a) and give acquittance therefor and to file claims and proofs of claim and take such other action as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of James Lender hereunder; and

(ii)Junior Lender shall duly and promptly take such action as James Lender may reasonably request, at the expense of James Lender (A) to collect the Subordinated Debt for the account of James Lender and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to James Lender such powers of attorney, assignments, or other instruments as James Lender may reasonably request in order to enable James Lender to enforce any and all claims with respect to the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt.

(b)All payments or distributions upon or with respect to the Subordinated Debt which are received by Junior Lender contrary to the provisions of this Article shall be received in trust for the benefit of James Lender, shall be segregated from other funds and property held by Junior Lender and shall be forthwith paid over to James Lender in the same form as so received (with any, necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of noncash property or securities) for, the payment or prepayment of the James Indebtedness.

2.4Rights of Subrogation.  No payment or distribution to James Lender pursuant to the provisions of this Article shall entitle Junior Lender to exercise any right of subrogation in respect thereof until the James Indebtedness shall have been paid in full.

2.5Further Assurances.  Junior Lender and Debtor each will, at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary, or that James Lender may reasonably request, in order to protect any right or interest granted or purported to be granted hereby or to enable James Lender to exercise and enforce their respective rights and remedies hereunder.

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2.6Agreements in Respect of Subordinated Debt.

(a)To be effective, all amendments, waivers or other modifications of this Agreement, and any agreement supplemental to this Agreement shall be executed by each of the parties hereto.

(b)Junior Lender shall promptly notify James Lender of the occurrence of any default under the Subordinated Debt.

2.7Agreement by Debtor.  Debtor agrees that it will not make any payment of any of the Subordinated Debt, or take any other action, in contravention of the provisions of this Agreement.

2.8Waiver.  Except for the notice required in Section 2.10, Junior Lender and Debtor, each hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the James Indebtedness and any requirement that James Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against Debtor or any other person or entity or any collateral.  Notwithstanding the foregoing, this waiver shall not apply to any notice requirements to Debtor by James Lender under the James Note.

2.9No Waiver, Remedies.  No failure on the part of James Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

2.10Notice of Default by James Lender.  James Lender agrees that it will give notice to Junior Lender substantially contemporaneous to the notice given to Debtor of a James Lender Event of Default.  Furthermore, James Lender agrees that it will give Junior Lender advance written notice of any foreclosure sale or other similar disposition of any collateral of Debtor for the benefit of James Lender.

2.11Continuing and Binding Effect.   This Agreement shall be continuing and binding until written notice of its discontinuance shall be provided by James Lender to Junior Lender, or shall continue to remain in full force and effect until all James Indebtedness shall have been fully paid and satisfied.

ARTICLE 3
MISCELLANEOUS

3.1Conflicts.  If there is any conflict between any term or condition of this Agreement and any term or condition of the James Note or the Junior Note, the provisions of this Agreement shall control.

3.2Notices.  Any notice required or permitted hereunder shall be given in writing and shall be deemed given (i) when delivered if in person or by telecopy, (ii) three (3) days after being deposited, postage prepaid, in the U.S. Mail addressed as follows:

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If to Junior Lender:Christopher S. Wallace

Second City Capital Corporation

1075 West George Street, Suite 2600

Vancouver, BC, Canada V6E 3C9

Telephone:(604) 806-3350

Facsimile:(604) 661-4873

If to Debtor:Primoris Services Corporation

26000 Commercentre Drive

Lake Forest, CA  92630

Telephone:(949) 598-9242

Facsimile:(949) 595-5544

Attn:General Counsel

If to James Lender:Michael D. Killgore
17653 Cross Boulevard
Baton Rouge, LA 70810

3.3Counterparts.  This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which, when taken together, shall be deemed to be one and the same instrument.

3.4Governing Law.  This Agreement shall be construed with the laws of the State of California without regard to conflict of law principles.

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IN WITNESS WHEREOF, each of the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

Junior Lender:	/s/ Christopher S. Wallace
	Christopher S. Wallace, as Sellers’ Representative
Debtor:	Primoris Services Corporation
	By:	/s/ John P. Schauerman
		Title:	EVP, Corporate Development
James Lender:	/s/ Michael D. Killgore
	Michael D. Killgore, as Sellers’ Representative

[Signature Page to Subordination Agreement]

EX-10.7

Exhibit 10.7

CNA Center
333 S. Wabash Avenue, 41st Floor
Chicago, IL 60604
Ph. (312) 822-5000

SUBORDINATION AGREEMENT

I.PARTIES

The parties to this Agreement are:

1.Primoris Services Corporation, hereinafter called Contractor.

2.Christopher S. Wallace, as Sellers’ Representative, hereinafter called Creditor.

3.CNA Surety Corporation, on its own behalf, and on behalf of its affiliates and subsidiaries Continental Casualty Company, National Fire Insurance Company of Hartford, American Casualty Company of Reading, Pennsylvania, The Continental Insurance Company, Firemen’s Insurance Company of Newark, New Jersey, Western Surety Company, Universal Surety of America, Surety Bonding Company of America, hereinafter called “Surety”.

II.RECITALS:

This Agreement is entered into based upon the following facts and circumstances:

(1)From time to time Contractor may request Surety to execute instruments of suretyship on its behalf, hereinafter called Bonds.

(2)Contractor is indebted to Creditor in the sum of Sixteen Million Seven Hundred Eleven Thousand Nine Hundred Sixty-Seven Dollars ($16,711,967), as evidenced by that certain Promissory Note dated November 12, 2010 in favor of certain stockholders of Rockford Holdings Corporation hereinafter called “Promissory Note”.

(3)Contractor and Creditor desire Surety to furnish Bonds as requested by Contractor and as an inducement therefor enter into the following Agreement.

III.COVENANTS:

In consideration of the furnishing of any such Bonds by Surety, Contractor and Creditor hereby agree as follows:

1.Creditor hereby subordinates all rights and claims against Contractor on account of the above mentioned indebtedness to any and all rights and claims of Surety on account of Loss as defined herein.  Loss shall mean any and all loss or expense of whatever kind, including interest, court costs and counsel fees which Surety incurs or sustains as a result of or in connection with any Bond furnished by Surety.  Originals or photocopies of claim drafts, or of payment records kept in the ordinary course of business, including computer print-outs, verified by affidavit, shall be prima facie evidence of the fact and amount of Surety’s loss and Surety shall be entitled to reimbursement for any and all disbursements made by it in good faith, under the belief that it was liable, or that such disbursement was necessary or expedient.

2.Surety’s Loss shall be paid in full out of the assets of the Contractor before any payment on account of the above mentioned indebtedness is made to or realized by Creditor.

3.Creditor hereby assigns to Surety all of its rights and claims, including its security, if any, on account of such indebtedness so that in the event of receivership, bankruptcy or insolvency of Contractor, Surety may enforce such rights and claims and may have dividends thereon until Surety is reimbursed in full for its Loss.

4.Unless specifically permitted in paragraph 11 below or Surety provides its express written consent, Creditor and Contractor agree that until Surety has been provided with competent legal evidence of the release or exoneration of each and every Bond, the mentioned indebtedness shall remain unchanged and unliquidated; that neither Creditor nor Contractor will by act or omission procure or permit the reduction of such indebtedness; nor will Creditor sell, transfer or hypothecate said indebtedness.

5.Creditor agrees that in the event of a breach of any of the terms of this Agreement, all funds, the value of any property and any benefit received by Creditor in connection with such breach shall be returned by Creditor to Contractor upon Surety’s demand.  Contractor further agrees to compensate Surety for any damage the Surety sustained that was caused by or contributed to by any breach of the Agreement, including, but not limited to any breach of the Agreement by Creditor.

6.This Agreement shall apply to Bonds heretofore or hereafter executed and furnished by Surety, procured by Surety, or executed by any other surety as sole surety or as co-surety, and the rights hereunder shall inure to the benefit of Surety, such other surety, if any, and their reinsurers, if any.

7.This Agreement shall apply to Bonds executed both before and after the effective date of this Agreement including any alterations, renewals, extensions and modifications thereof.

8.The Surety’s ability to exercise any particular right or remedy under this Agreement, shall not be prejudiced by either a delay or failure to exercise such right or remedy.  The obligations of the Creditor and Contractor hereunder shall be in addition to, and not in lieu of, their obligations to the Surety under any other agreements, including but not limited to the General Agreement of Indemnity executed in favor of the Surety, and in the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other agreements, the term or interpretation most favorable to the Surety, as determined by the Surety, shall control.  Creditor and Contractor further acknowledge each has been provided with an opportunity to consult its own counsel prior to execution hereof.

9.Notwithstanding this Agreement, Surety has no obligation to issue Bonds requested by Contractor or Creditor.

10.This Agreement may not be terminated without the prior written consent of all parties hereto.  In the event that all liability under the Bonds issued to Contractor has been extinguished, in the sole and absolute discretion of the Surety, Surety shall not withhold its consent to terminate this Agreement.

11.NOTWITHSTANDING the foregoing provisions, Contractor shall be entitled to make and Creditor shall be entitled to receive, until the entire debt is paid in lawful money of the United States of America: a) installments no greater than the normally scheduled principal and interest amounts as set forth in the Promissory Note; and b)  prepayments or accelerated payments, as set forth in 2.1(a)(i) and 2.1(a)(ii) of the Promissory Note.  In the event that Contractor desires to make and Creditor desires to receive any other prepayment or accelerated payment including but not limited to the prepayment set forth in 2.1(a)(iii) (hereinafter “Qualified Debt Prepayment”), the Contractor and/or Creditor must provide Surety with 30 days prior written notice sent by certified mail (‘Surety Notice”) of its request to make such a repayment.  Surety retains the right to expressly consent to such a Qualified Debt Prepayment, however, if Surety withholds its consent, Surety will provide written notice to both Contractor and Creditor within 30 days of receipt of the Surety Notice.  Any Qualified Debt Prepayment made in violation of this paragraph shall be considered a breach of this Agreement as described in paragraph 5 and Surety shall be entitled to all remedies as described therein.  Provided however, that no payments of any kind may be made while any Loss remains unpaid to the Surety, or should Contractor be in breach of the General Agreement of Indemnity, this Agreement, or any other agreement executed in favor of Surety.

12.Any notice to be given hereunder shall be given in writing and sent to the respective parties or their designated representative as the address below:

If to Surety: CNA Surety Corporation		If to Creditor:	Christopher S. Wallace
	333 South Wabash Avenue		Second City Capital Corporation
	Chicago, IL 60604		1075 West George Street, Suite 2600
	Attn: Chief Underwriting Officer		Vancouver, BC, Canada V6E 3C9
If to Contractor:	Primoris Services Corporation
	26000 Commercentre Drive
	Lake Forest, CA 92630
	Attn: General Counsel

DATED as of this 12th day of November, 2010.

WITNESS/ATTEST	Primoris Services Corporation
	(CORPORATION/PARTNER/PERSON as CONTRACTOR)
	By:	/s/ John P. Schauerman	(SEAL)
	Title:	Executive Vice President, Corporate Development.
	Christopher S. Wallace, as Sellers’ Representative
	(CREDITOR)
	By:	/s/ Christopher S. Wallace	(Seal)
	Title:	Sellers’ Representative
	CNA SURETY CORPORATION
	(SURETY)
	By:	/s/ Paul A. Kitchell	(Seal)
		Attorney-in-Fact

PRIMORIS LMS-4500 (Allowance of Normally Scheduled Payments) Rev. 9/09