DYCOM INDUSTRIES INC
EX-10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.1
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> EX-10.1 </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">

<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><U>SEPARATION AGREEMENT</U></FONT>



<P align="left" style="font-size: 12pt; text-indent: 8%">THIS AGREEMENT, dated as of April&nbsp;3, 2008 (the &#147;<U><B><I>Agreement</I></B></U>&#148;), by and between DYCOM
INDUSTRIES, INC., a Florida corporation (the &#147;<U><B><I>Company</I></B></U>&#148;), and RICHARD L. DUNN (the
&#147;<U><B><I>Executive</I></B></U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Company and the Executive are parties to a certain Employment Agreement, dated
January&nbsp;28, 2000, as amended from time to time, (the &#147;<U><B><I>Employment Agreement</I></B></U>&#148;); and


<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, the Executive and the Company desire to settle fully and finally any and all
employment relationship matters between them including, but not limited to, any issues that might
have arisen out of the Executive&#146;s employment with the Company and the termination thereof;


<P align="left" style="font-size: 12pt; text-indent: 8%">NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth in this
Agreement, the parties hereto hereby agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%">1.&nbsp;<U>Separation Date</U>. The Executive&#146;s employment with the Company shall terminate
effective as of the close of business on April&nbsp;4, 2008 (the &#147;<U><B><I>Separation Date</I></B></U>&#148;). The
Company and the Executive agree that, effective as of the Separation Date, the Executive shall
cease to be an employee of the Company and will have no offices, positions and capacities with the
Company or any of its subsidiaries, affiliates or predecessors (collectively, the <I>&#147;</I><U><B><I>Company
Group</I></B></U>&#148;) and the Executive shall take such actions as may be requested by the Company to
terminate such offices and positions. The Separation Date shall be considered the date on which
the Employee &#147;separates from service&#148; for purposes of Section&nbsp;409A of the Internal Revenue Code of
1986, as amended, and the regulations and guidance promulgated thereunder (&#147;<U><B><I>Section&nbsp;409A</I></B></U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%">2.&nbsp;<U>Payments and Benefits</U>. Subject to the provisions of paragraph 16 of this Agreement
and in consideration for the Executive&#146;s obligations under this Agreement, including under
paragraph 5 hereof:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Termination Payments and Benefits</U>. In connection with the Executive&#146;s separation
from service, the Company shall pay and provide the Executive with the payments and benefits (the
&#147;<U><B><I>Termination Payments and Benefits</I></B></U>&#148;) described in this paragraph 2(a), <I>provided </I>that the
Executive does not revoke this Agreement during the Revocation Period (as defined in paragraph 6).
The Termination Payments and Benefits shall consist of the following:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 3%">(i)&nbsp;The Company shall pay the Executive his base salary (at the annualized rate
of $325,000) (the &#147;<U><B><I>Salary Amount</I></B></U>&#148;) in accordance with the Company&#146;s regular
payroll practices for the fifty-two (52)&nbsp;week period beginning with the first
payroll period ending after the expiration of the Revocation Period (the
&#147;<U><B><I>Severance Period</I></B></U>&#148;). Notwithstanding the preceding sentence, in the event
of the Executive&#146;s death, any portion of the Salary Amount that has not been paid
shall be paid on the fifteenth business day following the Company&#146;s receipt of
notice of the Executive&#146;s death.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 3%">(ii)&nbsp;The Company shall provide the Executive with all forms necessary for him
to make any distribution election available to him under the Company 401(k) Plan
(the &#147;<U><B><I>4</I></B><B><I>01(k)</I></B><B><I> Plan</I></B></U>&#148;).



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 3%">(iii)&nbsp;The Executive shall be eligible to continue his coverage under the
Company group medical plan pursuant to COBRA. The Company shall reimburse the
Executive for his monthly COBRA premiums to the extent of the Company&#146;s contribution
to the group medical plan premiums for then current employees for the period
commencing on the Separation Date and ending on the earlier of (x)&nbsp;the 18&nbsp;month
anniversary of the Separation Date and (y)&nbsp;the date on which the Executive becomes
eligible for medical coverage as the result of the Executive accepting employment
with a new employer. For the period commencing on the 18&nbsp;month anniversary of the
Separation Date and ending on the earlier of (A)&nbsp;June&nbsp;30, 2011 and (B)&nbsp;the date on
which the Executive becomes eligible for medical coverage (or was eligible at any
time) as the result of the Executive accepting employment with a new employer, the
Company shall provide the Executive with the group medical plan coverage then
provided by the Company to its employees generally and the Executive shall pay to
the Company monthly premiums for such medical coverage in an amount equal to the
monthly premium paid by then current employees. The Executive agrees to give the
Company written notice within 10 business days following the date he becomes
eligible for medical coverage with a new employer.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 3%">(iv)&nbsp;The Company shall continue to provide the Executive with life insurance
coverage under the Company&#146;s group life insurance program (and shall pay all
premiums in connection therewith (the &#147;<U><B><I>Life Insurance Premiums</I></B></U>&#148;)) until the
earlier of (x)&nbsp;the expiration of the Severance Period and (y)&nbsp;the date on which the
Executive becomes eligible for life insurance coverage as the result of the
Executive accepting employment with a new employer.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 3%">(v)&nbsp;All outstanding stock options held by the Executive shall remain
exercisable until the earlier of (x)&nbsp;the third anniversary of the Separation Date
and (y)&nbsp;the expiration date of the term of such stock option (the &#147;<U><B><I>Expiration
Date</I></B></U>&#148;). Any stock options that remain unexercised as of the Expiration Date
shall be cancelled without any payment.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 3%">(vi)&nbsp;7,417 of the time vested restricted shares and time vested restricted
share units granted to the Executive pursuant to the Company&#146;s Long-Term Incentive
Plan that are unvested as of the Separation Date shall be fully vested and paid out
to the Executive within sixty (60)&nbsp;days of the Separation Date. All remaining time
vested restricted shares and time vested restricted share units held by the
Executive that are unvested as of Separation Date shall be forfeited and cancelled
without payment.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 3%">(vii)&nbsp;9,721 of the performance vested restricted share units granted to the
Executive pursuant to the Company&#146;s Long-Term Incentive Plan that are unvested as of
the Separation Date shall be fully vested and paid out to the Executive within sixty
(60)&nbsp;days of the Separation Date. All remaining performance-based restricted share
units and performance-based restricted shares held by the Executive that are
unvested as of Separation Date shall be forfeited and cancelled without payment.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 3%">(viii)&nbsp;The Company shall pay the Executive for all days of accrued but unused
vacation within fifteen (15)&nbsp;days after the expiration of the Revocation Period.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Reimbursement of Expenses</U>. The Executive shall be reimbursed for all expenses
incurred during the course of his employment with the Company within fifteen (15)&nbsp;days of the
Separation Date, subject to the Company&#146;s business expense reimbursement policies.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>No Other Benefits</U>. Except as otherwise set forth herein, as of the Separation
Date, the Executive shall not be eligible to participate in any Company benefit plan or program,
including without limitation any incentive, bonus or similar compensation plan or arrangement.
Without limiting the generality of the preceding sentence, the Executive acknowledges and agrees
that in consideration of the payments and benefits to be provided under this Agreement, the
Executive shall not be entitled to any other severance or similar benefits under any plan, program,
policy or arrangement, whether formal or informal, written or unwritten, of the Company, or to any
other bonus or incentive payment for the fiscal year ending July&nbsp;26, 2008 or any other period.


<P align="left" style="font-size: 12pt; text-indent: 8%">3.&nbsp;<U>Advisory Services</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Services</U>. The Executive shall become an advisor to the Company for the period
commencing on the first day following the Separation Date and ending on the earlier of (i)&nbsp;twelve
months following the Separation Date and (ii)&nbsp;thirty (30)&nbsp;days after the Executive notifies the
Company in writing of the termination of such period (the &#147;<U><B><I>Advisory Period</I></B></U>&#148;). During the
Advisory Period, the Executive shall provide such tax advisory or other services with respect to
the Company and its subsidiaries and affiliates at such times (taking reasonable account of the
Executive&#146;s other time commitments) and in such manner as may be reasonably requested by the Chief
Executive Officer or Chief Financial Officer of the Company; <I>provided </I>that the Executive shall not
be required to provide more than 25 hours of tax advisory or other services during any month of the
Advisory Period. The Executive is not and shall not be deemed to be an employee of the Company by
virtue of his retention as an advisor hereunder or the performance of advisory services to the
Company, and the Executive shall, for all purposes, be deemed an independent contractor.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Fees</U>. In consideration for the tax advisory or other services provided during
the Advisory Period, the Company shall pay the Executive $200 per hour (the &#147;<U><B><I>Fees</I></B></U>&#148;). The
Executive agrees to submit a monthly time sheet to the Company setting forth in reasonable detail
the hours that he worked in the previous month and the services provided. Subject to the
Executive&#146;s submission of the monthly time sheet, such payments shall be made as soon as
practicable following the end of the month to which the payment relates, but not later than fifteen
(15)&nbsp;days following the end of such month. The Executive shall obtain the Company&#146;s approval, in
advance, prior to incurring any business expenses subject to reimbursement pursuant to the
Company&#146;s business expense policies. The Company shall not withhold or pay any federal, state nor
local income tax of any kind with respect to any Fees. The Executive agrees that he is responsible
for remitting and paying all taxes and income withholding taxes as required with respect to the
Fees.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.&nbsp;<U>Covenants</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Covenant Provisions</U>. The Executive shall continue to be subject to the provisions
of paragraph 4 of the Employment Agreement (the &#147;<U><B><I>Covenant Provisions</I></B></U>&#148;), and the Covenant
Provisions are hereby incorporated by reference into this Agreement in their entirety as if they
were set forth herein.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Return of Property</U>. The Executive represents and warrants that on or prior to the
Effective Date he will return all property made available to him in connection with his service to
the Company, including, without limitation, credit cards, any and all records, manuals, reports,
papers and documents kept or made by the Executive in connection with his employment as an officer
or employee of the Company Group, all computer hardware or software, cellular phones, files,
memoranda, correspondence, vendor and customer lists, financial data, keys and security access
cards; <U>provided</U>, <U>however</U>, that, subject to the Executive&#146;s compliance with Section
5(a), he may retain the laptop computer provided by the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>Injunctive Relief, Etc</U>. The Executive acknowledges and agrees that any violation
of the Covenant Provisions shall result in irreparable damage to the Company, and, accordingly, the
Company may obtain injunctive and other equitable relief for any breach or threatened breach of
such paragraphs, in addition to any other remedies available to the Company. The Executive and the
Company agree that the restrictions and remedies contained in the Covenant Provisions are
reasonable and that it is his intention and the intention of the Company that such restrictions and
remedies shall be enforceable to the fullest extent permissible by law. If it shall be found by a
court of competent jurisdiction that any such restriction or remedy is unenforceable but would be
enforceable if some part thereof were deleted or the period or area of application reduced, then
such restriction or remedy shall apply with such modification as shall be necessary to make it
enforceable.


<P align="left" style="font-size: 12pt; text-indent: 8%">5.&nbsp;<U>Release</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Release by the Executive</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(i) <U>Release</U>. In consideration of the payments and benefits provided to the
Executive under this Agreement, in connection with his separation and after consultation
with counsel, the Executive, and each of the Executive&#146;s respective heirs, executors,
administrators, representatives, agents, successors and assigns (collectively, the
&#147;<U><B><I>Releasors</I></B></U>&#148;) hereby irrevocably and unconditionally release and forever discharge
the Company and any of its subsidiaries, affiliates or predecessors (collectively, the
<I>&#147;</I><U><B><I>Company Group</I></B></U>&#148;) and each of their respective officers, employees, directors,
shareholders and agents from any and all claims, actions, causes of action, rights,
judgments, obligations, damages, demands, accountings or liabilities of whatever kind or
character (collectively, &#147;<U><B><I>Claims</I></B></U>&#148;), including, without limitation, any Claims
arising under Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the
Americans with Disabilities Act of 1990, the Civil Rights Act of 1866, the Civil Rights Act
of 1991, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act
of 1993, or any other federal, state, local or foreign law, that the Releasors may have, or
in the future may possess, arising out of the Executive&#146;s employment relationship with and
service as an employee, officer or director of the Company Group, and the termination of
such relationship or service; <I>provided, however</I>, that the release set forth in this
paragraph 5(a)(i) shall not apply to (1)&nbsp;the obligations of the Company under this Agreement
or (2)&nbsp;any indemnification rights the Executive may have in accordance with the Company&#146;s
governance instruments or under any director and officer liability insurance maintained by
the Company with respect to liabilities arising as a result of the Executive&#146;s service as an
officer and employee of the Company (the &#147;<U><B><I>Excluded Claims</I></B></U>&#148;). The Releasors further
agree that the payments and benefits described in this Agreement (including the applicable
post-resignation obligations of the Company under the Employment Agreement) shall be in full
satisfaction of any and all Claims for payments or benefits, whether express or implied,
that the Releasors may have against the Company Group arising out of the Executive&#146;s
employment relationship or the Executive&#146;s service as an employee or officer of the Company
Group and the termination thereof other than rights under any and all the Company benefit
plans and programs in accordance with the terms of such plans or programs.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(ii) <U>Specific Release of ADEA Claims</U>. In further consideration of the payments
and benefits provided to the Executive under this Agreement, the Releasors hereby
unconditionally release and forever discharge the Company Group, and each of their
respective officers, employees, directors, shareholders and agents from any and all Claims
that the Releasors may have as of the date the Executive signs this Agreement arising under
the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable
rules and regulations promulgated thereunder (&#147;<U><B><I>ADEA</I></B></U>&#148;). By signing this Agreement,
the Executive hereby acknowledges and confirms the following: (1)&nbsp;the Executive was advised
by the Company in connection with his termination to consult with an attorney of his choice
prior to signing this Agreement and to have such attorney explain to the Executive the terms
of this Agreement, including, without limitation, the terms relating to the Executive&#146;s
release of claims arising under ADEA and, the Executive has in fact consulted with an
attorney; (2)&nbsp;the Executive was given a period of not fewer than twenty-one (21)&nbsp;days to
consider the terms of this Agreement and to consult with an attorney of his choosing with
respect thereto; (3)&nbsp;the Executive is providing the release and discharge set forth in this
paragraph 5(a) (ii)&nbsp;only in exchange for consideration in addition to anything of value to
which the Executive is already entitled; and (4)&nbsp;that the Executive knowingly and
voluntarily accepts the terms of this Agreement.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(iii) <U>No Assignment</U>. The Executive represents and warrants that he has not
assigned any of the Claims being released under this paragraph 5(a).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 7%">(iv) <U>Claims</U>. The Executives agree that he has not, and shall not, commence or
join any legal action, which term includes, without limitation, any demand for arbitration
proceedings and any complaint to any federal, state or local agency, court or other tribunal
to assert any Claim released by the Executive under paragraph 5(a) against the Company
Group, except for any Excluded Claim. Except as permitted in the prior sentence, if the
Executive commences or joins any legal action against the Company Group, he agrees to
promptly indemnify the Company for its reasonable costs and attorneys fees incurred in
defending such action as well as any monetary judgment obtained by the Executive against the
Company Group in such action. Nothing in this paragraph 5(a) (iv)&nbsp;is intended to reflect
any party&#146;s belief that the Executive&#146;s waiver of claims under ADEA is invalid or
unenforceable under this Agreement, it being the intent of the parties that such claims are
waived.


<P align="left" style="font-size: 12pt; text-indent: 8%">6.&nbsp;<U>Revocation</U>. This Agreement may be revoked by the Executive by a written instrument
within the seven (7)-day period commencing on the date the Executive signs this Agreement (the
&#147;<U><B><I>Revocation Period</I></B></U>&#148;). In the event of any such revocation by the Executive, all
obligations of the parties under this Agreement shall terminate and be of no further force and
effect as of the date of such revocation. No such revocation by the Executive shall be effective
unless it is in writing and signed by the Executive and received by the Company prior to the
expiration of the Revocation Period.


<P align="left" style="font-size: 12pt; text-indent: 8%">7.&nbsp;<U>Effective Date of Agreement</U>. This Agreement shall become effective as of the date
first set forth above.


<P align="left" style="font-size: 12pt; text-indent: 8%">8.&nbsp;<U>Death</U>. In the event of the Executive&#146;s death, with respect to any payments,
entitlements or benefits payable or due hereunder, references in this Agreement to, respectively,
&#147;the Executive&#148; shall be deemed to refer, where appropriate, to the Executive&#146;s legal
representatives or his beneficiary or beneficiaries.


<P align="left" style="font-size: 12pt; text-indent: 8%">9.&nbsp;<U>Notices</U>. All notices, requests, claims, demands and other communications hereunder
shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt)
by delivery in person or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this paragraph 9):



<P align="left" style="margin-left:4%; font-size: 12pt">if to the Company:



<P align="left" style="margin-left:4%; font-size: 12pt">Dycom Industries, Inc.
<BR>
11770 U.S. Highway 1, Suite&nbsp;101
<BR>
Palm Beach Gardens, Florida 33408
<BR>
Attention: General Counsel



<P align="left" style="margin-left:4%; font-size: 12pt">if to the Executive:



<P align="left" style="margin-left:4%; font-size: 12pt">Mr.&nbsp;Richard L. Dunn


<P align="left" style="font-size: 12pt; text-indent: 8%">10.&nbsp;<U>Assignment and Successors</U>. This Agreement may not be assigned by the Executive or
the Company except that the Company may assign this Agreement to any successor in interest to the
Company, <I>provide</I>d that such assignee assumes all of the obligations of the Company hereunder. As
used in this Agreement, the &#147;the Company&#148; shall mean the Company as defined above and any successor
to its business and/or assets which by reason hereof assumes and agrees to perform this Agreement
by operation of law, or otherwise.


<P align="left" style="font-size: 12pt; text-indent: 8%">11.&nbsp;<U>Florida Law</U>. This Agreement and all matters or issues collateral thereto shall be
subject to the laws of the State of Florida, without giving effect to the conflicts of laws
principles thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">12.&nbsp;<U>No Implied Contract</U>. The parties intend to be bound only upon execution of a
written agreement and no negotiation, exchange of draft or partial performance shall be deemed to
imply an agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">13.&nbsp;<U>Entire Understanding; Amendments; Definitions</U>. This Agreement contains the entire
understanding of the parties hereto relating to the subject matter herein contained, supersedes all
prior agreements, understandings and writings except to the extent specifically provided herein
(including, without limitation, paragraph 4 of the Employment Agreement), and can be amended only
by a writing signed by both parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%">14.&nbsp;<U>Waivers</U>. Waiver by either the Executive or by the Company of any breach or
default by the other party of any of the terms of this Agreement shall not operate as a waiver of
any other breach or default, whether similar to or different from the breach or default waived. No
waiver of any provision of this Agreement shall be implied from any course of dealing between the
parties hereto or from any failure by either party hereto to assert its or his rights hereunder on
any occasion or series of occasions.


<P align="left" style="font-size: 12pt; text-indent: 8%">15.&nbsp;<U>Deductions and Withholdings</U>. All amounts payable under this Agreement shall be
paid less deductions and income and payroll tax withholdings as may be required under applicable
law and any benefits and perquisites provided to the Executive under this Agreement shall be
taxable to the Executive as may be required under applicable law.


<P align="left" style="font-size: 12pt; text-indent: 8%">16.&nbsp;<U>Section&nbsp;409A</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The Company acknowledges that the Executive is a <B>&#147;specified employee&#148; </B>as defined and
applied in Section&nbsp;409A, and as such, may be subject to the imposition of certain excise taxes,
interest and other penalties with respect to amounts or benefits payable under his Employment
Agreement and this Agreement in connection with his separation of service hereunder in the event
such payments or other benefits are found to constitute deferred compensation payments under
Section&nbsp;409A. Therefore, notwithstanding anything to the contrary in the Employment Agreement or
this Agreement, as of the Separation Date, any Termination Payments and Benefits or other payments
due to the Executive hereunder, that may constitute deferred compensation payments under Section
409A may not commence until the Payment Date (as defined below); <I>provided</I>, that any payments in
respect of any Salary Amount due to the Executive under paragraph 2(a) (whether payable in
installments in accordance with the Company&#146;s regular payroll practices or otherwise) that was so
delayed during such six-month period shall be paid in the aggregate as soon as practicable
following the Payment Date; <I>provided, further</I>, that the delivery to the Executive of any time
vested or performance restricted share units pursuant to paragraph 2(a) that was also so delayed
during such six-month period, shall be delivered to him as soon as practicable following the
Payment Date; and <I>provided, further</I>, that the Executive, for the six-month period following his
separation from service, shall pay the full amounts due for any insurance premium or payment (or
any portion thereof) which would be treated as deferred compensation under Section&nbsp;409A, that the
Company is required to pay under paragraph 2(a), which amounts shall be reimbursed to him in a lump
sum as soon as practicable following the Payment Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">For purposes of this paragraph 16, the earlier of (x)&nbsp;the first business day following the
six-month anniversary of the Separation Date and (y)&nbsp;the fifteenth business day following the
Company&#146;s receipt of notice of the Executive&#146;s death is referred to as the &#147;<U><B><I>Payment Date</I></B></U>&#148;.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If any provision of this Agreement contravenes Section&nbsp;409A, or could cause any amounts or
benefits hereunder to be subject to taxes, interest or penalties under Section&nbsp;409A, the Company
may, in its sole discretion and without the Executive&#146;s consent, modify the Agreement to: (i)
comply with, or avoid being subject to, Section&nbsp;409A and avoid the imposition of taxes, interest
and penalties under Section&nbsp;409A, and (ii)&nbsp;maintain, to the maximum extent practicable, the
original intent of the applicable provision without contravening the provisions of Section&nbsp;409A.
This paragraph 16 is not intended to create an obligation on the part of the Company to modify this
Agreement and does not guarantee that the amounts or benefits owed under the Agreement shall not be
subject to interest and penalties under Section&nbsp;409A.


<P align="left" style="font-size: 12pt; text-indent: 8%">17.&nbsp;<U>Counterparts</U>. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall constitute one and the same
instrument.


<P align="left" style="font-size: 12pt; text-indent: 8%">18.&nbsp;<U>Headings</U>. The descriptive headings contained in this Agreement are included for
convenience of reference only and shall not affect in any way the meaning or interpretation of this
Agreement. Unless otherwise expressly provided for in this Agreement, the word &#147;including&#148; or any
variation thereof means &#147;including, without limitation&#148; and shall not be construed to limit any
general statement that it follows to the specific or similar items or matters immediately following
it.


<P align="left" style="font-size: 12pt; text-indent: 8%">IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



<P align="left" style="margin-left:27%; font-size: 12pt">DYCOM INDUSTRIES, INC.



<P align="left" style="margin-left:27%; font-size: 12pt">By: <U>/s/ Steven E. Nielsen</U><BR>
Name: Steven E. Nielsen<BR>
Title: President<BR>



<P align="left" style="margin-left:27%; font-size: 12pt">By:<U>/s/ Richard L. Dunn</U>


<P align="left" style="font-size: 12pt">Richard L. Dunn



<P align="center" style="font-size: 10pt; display: none">


<!-- v.060107 -->
</BODY>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
