FORM OF SEPARATION AGREEMENT BY AND BETWEEN SOUTHWEST GAS HOLDINGS, INC. AND CENTURI HOLDINGS, INC. DATED AS OF [•], 2024Separation Agreement • April 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • New York
This SEPARATION AGREEMENT, dated as of [•], 2024 (this “Agreement”), is by and between Southwest Gas Holdings, Inc., a Delaware corporation (“Southwest”), and Centuri Holdings, Inc., a Delaware corporation (“Centuri”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
FORM OF TAX MATTERS AGREEMENT BY AND AMONG SOUTHWEST GAS HOLDINGS, INC. AND CENTURI HOLDINGS, INC. DATED AS OF [•]Tax Matters Agreement • April 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • New York
This TAX MATTERS AGREEMENT (this “Agreement”) is made as of [•], 202[•] by and between Southwest Gas Holdings, Inc., a Delaware corporation (“Parent”) and Centuri Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Centuri” and, together with Parent, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation Agreement, dated as of the date hereof, by and between the Parties and, prior to a Trigger Event, in the form attached to the Centuri Certificate of Incorporation as Exhibit A (the “Separation Agreement”).
AWARD AGREEMENT FOR TIME-LAPSE RESTRICTED STOCK UNITS UNDER THE CENTURI HOLDINGS, INC. OMNIBUS INCENTIVE PLANAward Agreement • April 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution
This Award Agreement for Time-Lapse Restricted Stock Units, together with Appendix A (this “Award Agreement”) is dated as of [●], 2024, by and between Centuri Holdings, Inc., a Delaware corporation (the “Company”), and William J. Fehrman (the “Participant”), pursuant to the Centuri Holdings, Inc. Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement, including Appendix A of this Award Agreement, shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Award Agreement.
AWARD AGREEMENT FOR TIME-LAPSE RESTRICTED STOCK UNITS UNDER THE CENTURI HOLDINGS, INC. OMNIBUS INCENTIVE PLANAward Agreement • April 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution
This Award Agreement for Time-Lapse Restricted Stock Units, together with Appendix A and Appendix B (this “Award Agreement”) is dated as of [•], by and between Centuri Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), pursuant to the Centuri Holdings, Inc. Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement, including Appendix A of this Award Agreement, shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Award Agreement.
PERFORMANCE STOCK UNIT AWARD AGREEMENT UNDER THE CENTURI HOLDINGS, INC. OMNIBUS INCENTIVE PLANPerformance Stock Unit Award Agreement • April 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution
This Performance Stock Unit Award Agreement, together with Appendix A and Appendix B (this “Award Agreement”) is dated as of [●], by and between Centuri Holdings, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), pursuant to the Centuri Holdings, Inc. Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement, including Appendix A of this Award Agreement, shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Award Agreement.
CENTURI HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENT April 5, 2024Common Stock Purchase Agreement • April 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • New York
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 5, 2024, by and among Centuri Holdings, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A attached hereto (each, an “Investor” and collectively, the “Investors”).
AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNITS UNDER THE CENTURI HOLDINGS, INC. OMNIBUS INCENTIVE PLANAward Agreement • April 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution
This Award Agreement for Non-Employee Director Restricted Stock Units (this “Award Agreement”) is dated as of [•], by and between Centuri Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), pursuant to the Centuri Holdings, Inc. Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Award Agreement.
