8-K - NWPX - Equibles

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

Date of Report (Date of earliest event reported): March 11, 2026

NWPX INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Oregon	0-27140	93-0557988
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

201 NE Park Plaza Drive, Suite 100

Vancouver, WA 98684

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: 360‑397‑6250

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	NWPX	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.	DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Grant of Performance Share Units and Restricted Stock Units
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On March 12, 2026, the Board of Directors of NWPX Infrastructure, Inc. (the “Company” and “NPWX Infrastructure”), upon the approval and recommendation of the Compensation Committee, approved grants of performance share units (“PSUs”) and restricted stock units (“RSUs”) for the following Named Executive Officers of the Company in the amounts set forth below. Pursuant to these long-term incentive grants, each Named Executive Officer received an award of PSUs and RSUs valued at an amount equal to a specific percentage of their respective annual base salary, with 75 percent of each award represented by PSUs and 25 percent of each award represented by RSUs.
The PSUs awarded will vest based on the Company’s Earnings before Interest Expense, Income Taxes, Depreciation, and Amortization Margin before extraordinary or unusual items over the measurement period (as described in the PSU agreement). The actual number of PSUs which will vest will be determined based on the performance level achieved and may be equal to, greater than, or less than the number of PSUs specified below, which indicate each Named Executive Officer’s award at target performance level. The PSUs awarded vest in three equal installments on March 31, 2027, March 31, 2028, and March 30, 2029. In the event a change in control of the Company (as defined in the PSU agreement) occurs at any time prior to the last vesting date, unless the PSUs are to be substituted, assumed, exchanged, or otherwise continued or settled in accordance with their terms, the PSUs will become immediately vested for a number of shares based on the performance results obtained through the date of the change in control. Consistent with the Company’s other variable forms of incentive compensation, the PSUs are subject to recoupment under the Company’s Incentive Compensation Recovery Policy. The foregoing descriptions of the terms of the PSU awards are qualified by reference to the full text of the form of the agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
The RSUs awarded vest in three equal installments on January 15, 2027, January 14, 2028, and January 16, 2029 based upon continued service with the Company on that date. In the event a change in control of the Company (as defined in the RSU agreement) occurs at any time prior to the last vesting date, unless the RSUs are to be substituted, assumed, exchanged, or otherwise continued or settled in accordance with their terms, a pro-rata number of RSUs will be calculated based on time elapsed between the most recently achieved vesting date and the next succeeding vesting date as of the date of the change in control, and those RSUs will be immediately vested. The foregoing descriptions of the terms of the RSU awards are qualified by reference to the full text of the form of the agreement, which is filed herewith as Exhibit 10.2 and incorporated herein by reference.
Named Executive Officer	Performance Share Units	Restricted Stock Units
---	---	---
Scott Montross<br><br> <br>Director, President, and Chief Executive Officer	17,068	5,689
Aaron Wilkins<br><br> <br>Senior Vice President, Chief Financial Officer, and Corporate Secretary	4,775	1,592
Michael Wray<br><br> <br>Executive Vice President	4,607	1,536
Eric Stokes<br><br> <br>Senior Vice President and Water Transmission Systems Group President	4,198	1,399
Retirement Agreement for Miles Brittain
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On January 15, 2026, Miles Brittain, Executive Vice President of NWPX Infrastructure informed the Company that he will retire on April 3, 2026, as previously disclosed in the Company’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on January 22, 2026.

On March 11, 2026, the Company entered into a Retirement Agreement (the “Retirement Agreement”) with Mr. Brittain, pursuant to which Mr. Brittain will remain a Company employee in a part-time capacity as a consultant beginning April 6, 2026. The Retirement Agreement has a three-year term, provides for an annual base salary of $175,000 paid in equal installments in accordance with the Company’s regular payroll cycles, and provides coverage under the Company’s employee benefit plans. Pursuant to the Retirement Agreement, the Company has affirmed the terms of Mr. Brittain’s unvested RSUs to allow the RSUs scheduled to vest on January 15, 2027 and January 14, 2028 to vest as scheduled. The Retirement Agreement provides for the forfeiture by Mr. Brittain of any PSUs that are unvested at the time of his resignation as Executive Vice President. Pursuant to the Retirement Agreement, Mr. Brittain will be required to comply with certain confidentiality requirements.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed herewith as Exhibit 10.3 and incorporated herein by reference.
Employment Agreements for Named Executive Officers
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On March 12, 2026, the Company entered into an employment agreement with each of the named executive officers identified below (collectively, the “Employment Agreements”), effective March 30, 2026.
The Employment Agreements provide for an initial two-year term and will be automatically extended for successive one-year periods, unless either the Company or the named executive officer (“NEO”) provides written notice of non-renewal to the other party at least 30 days prior to the end of the then-current term. Each employment agreement may be terminated by the Company with or without “Cause” (as defined in the Employment Agreements), by the Company due to the NEO’s death or disability, or by the NEO. Each NEO is eligible to participate in both the Company’s short-term incentive plan and long-term incentive plan and to participate in all benefit programs established by the Company that are applicable to personnel on a basis commensurate with the NEO’s position and in accordance with the Company’s policies or plans as may be issued from time to time.
Pursuant to the Employment Agreements, each of the NEOs will receive the annual base salary shown below, payable in accordance with the Company’s regular payroll practices and subject to increase in the Company’s discretion.
Named Executive Officer	Annual Base Salary
---	---
Scott Montross<br><br> <br>Director, President, and Chief Executive Officer	$815,000
Aaron Wilkins<br><br> <br>Senior Vice President, Chief Financial Officer, and Corporate Secretary	$495,000
Michael Wray<br><br> <br>Executive Vice President	$450,000
Eric Stokes<br><br> <br>Senior Vice President and Water Transmission Systems Group President	$410,000
The Employment Agreements also describe the Company’s payment obligations in various circumstances of the NEO’s termination from employment. The Employment Agreements incorporate termination provisions providing for payments in connection with a Change in Control (as defined in the Employment Agreements), similar to those previously disclosed as provided in the Company’s stand-alone Change in Control agreements with the NEOs, which are superseded by the Employment Agreements. Under the new Employment Agreements, if, outside of a Change in Control, the Company terminates the NEO without “Cause” (as defined in the Employment Agreements), the Company will pay the NEO an amount equal to one times the NEO’s then-current annual base salary plus the short-term incentive bonus for the year of termination at the target amount, contingent upon the NEO’s timely execution and non-revocation of a release and waiver agreement. All restricted stock units and performance shares will be forfeited. If the NEO voluntarily retires, they will be entitled to a portion of the amount earned under the Company’s short-term incentive plan for the year of retirement at target, and vesting of performance shares at target, each pro-rated through the retirement date.
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In all other circumstances, for example if a NEO’s employment is terminated by the Company for “Cause” (as defined in the Employment Agreements) or as a result of the NEO’s disability or death, the NEO will be entitled to receive their full base salary through the date of termination plus any benefits or awards (both cash and stock) that have been earned or are payable through the date of termination.
The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements, which are filed herewith as Exhibits 10.4, 10.5, 10.6, and 10.7 and incorporated herein by reference.
Item 8.01.	OTHER EVENTS
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Jesus Tanguis Appointed as a Corporate Officer
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On March 12, 2026, the Company appointed Jesus Tanguis as a corporate officer of the Company. Jesus Tanguis, 47, has served as Senior Vice President and General Manager of Precast Infrastructure and Engineered Systems since January 2026, and served as Vice President and General Manager of Geneva Pipe & Precast from January 2024 to January 2026. Prior to joining the Company in 2024, Mr. Tanguis served as Vice President Civil Infrastructure – Americas and Vice President of Latinamerica at Minova Global for seven years.
Mr. Tanguis has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S‑K, and Mr. Tanguis has no familial relationships with executives or directors of the Company. There are no arrangements or understandings between Mr. Tanguis and any other person pursuant to which he was selected as an officer. Mr. Tanguis will continue to receive compensation pursuant to certain arrangements provided by the Company, including incentive compensation, equity awards, and health and other benefits typically available to the executive officers, and has entered into an employment agreement with the Company similar to those described above.
Annual Meeting
NWPX Infrastructure’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on June 10, 2026. The record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting will be April 9, 2026.
Item 9.01.	FINANCIAL STATEMENTS AND EXHIBITS
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(d)	Exhibits
10.1	Form of Performance Share Unit Agreement
10.2	Form of Restricted Stock Unit Agreement
10.3	Retirement Agreement dated March 11, 2026 between NWPX Infrastructure, Inc. and Miles Brittain
10.4	Employment Agreement between NWPX Infrastructure, Inc. and Scott Montross effective March 30, 2026
10.5	Employment Agreement between NWPX Infrastructure, Inc. and Aaron Wilkins effective March 30, 2026
10.6	Employment Agreement between NWPX Infrastructure, Inc. and Michael Wray effective March 30, 2026
10.7	Employment Agreement between NWPX Infrastructure, Inc. and Eric Stokes effective March 30, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized on March 17, 2026.

NWPX INFRASTRUCTURE, INC.
(Registrant)
By	/s/ Aaron Wilkins
	Aaron Wilkins<br><br> <br>Senior Vice President, Chief Financial Officer, and Corporate Secretary

ex_924728.htm

Exhibit 10.1

NWPX INFRASTRUCTURE, INC.

PERFORMANCE SHARE UNIT AGREEMENT

This PERFORMANCE SHARE UNIT AGREEMENT (“Agreement”) is made and entered into as of March 12, 2026 (“Effective Date”) by and between NWPX Infrastructure, Inc. (the “Company”), and XXX (the “Employee”) (collectively, the “Parties”).

RECITALS

The Company has determined that it would like to provide certain financial incentives to the Employee, in order to encourage continued employment, on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

The Parties hereby agree as follows:

1. Performance Share Unit Grant. The Employee is granted an award of performance share units (“PSUs”) on the following terms:

1.1 Grant. The Company hereby grants the Employee an award of XXX PSUs, subject to all of the terms and conditions of this Agreement and the Company’s stockholder approved 2022 Stock Incentive Plan (the “Plan”), including but not limited to the provisions of the Plan governing awards of PSUs and performance-based vesting thereof that shall apply to the PSUs awarded under this Agreement. The grant of PSUs obligates the Company, upon vesting in accordance with this Agreement, to deliver to the Employee one share of common stock of the Company (a “Share”) for each PSU. The number of Shares that may vest and the timing of vesting of the Shares shall depend upon achievement of certain performance goals and shall be determined in accordance with the PSU Vesting Conditions attached hereto as Appendix A. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan.

1.2 Company’s Obligation to Pay. Unless and until the PSUs have vested in the manner set forth in Sections 1.3 through 1.5, the Employee will have no right to payment of such PSUs through issuance of Shares. Prior to actual payment of any vested PSUs, such PSUs will represent an unsecured obligation. Payment of any vested PSUs shall be made only in whole Shares, rounded down to the nearest whole Share.

1.3 Vesting Schedule. Except as provided in Sections 1.4 and 1.5, the PSUs awarded by this Agreement shall vest in accordance with the vesting provisions set forth in Appendix A. PSUs shall not vest unless the Employee has been continuously employed by the Company or one of its Subsidiaries from the Effective Date until the date the PSUs vest in accordance with the provisions of this Agreement.

1.4 Change of Control. In the event a Change of Control of the Company (as defined in Appendix B) occurs at any time prior to the last vesting date, unless the Administrator of the Plan has made a provision for the substitution, assumption, exchange or other continuation or settlement of the PSUs, or this Agreement would otherwise continue in accordance with its terms in the circumstances, the PSUs will become immediately vested for a number of Shares based on the performance results obtained through the date of the Change of Control.

Page 1– PSU AGREEMENT

1.5 Committee Discretion. The Compensation Committee of the Company’s Board of Directors (the “Committee”), in its discretion, may accelerate the vesting of the PSUs or any portion thereof at any time, subject to the terms of the Plan. If so accelerated, such PSUs will be considered as having vested as of the date specified by the Committee with respect to the number of Shares designated by the Committee.

1.6 Payment after Vesting. Any PSUs that vest in accordance with Sections 1.3 through 1.5 will be paid to the Employee through issuance of Shares as soon as practicable following the date of vesting, subject to Section 1.10 and the provisions of Section 10.b(iii) of the Plan.

1.7 Clawback Provision. If the Company’s financial statements are the subject of a restatement due to misconduct, to the extent permitted by governing law, in all appropriate cases, the Company will seek reimbursement of excess share compensation granted to the Employee per this Agreement. Excess share compensation means the positive difference, if any, between (i) the award paid to the Employee, and (ii) the award that would have been paid to Employee had the award been calculated based on the Company’s financial statements as restated. As an additional condition of receiving the awards hereunder, Employee agrees that the PSUs, Shares and any proceeds or other benefits Employee may receive hereunder shall be subject to recoupment pursuant to (a) the Incentive Compensation Recovery Policy (as amended from time to time) adopted by the Board to comply with Rule 10D-1 promulgated under the Securities Exchange Act of 1934 and the listing standards of the Nasdaq Stock Market LLC, to the extent applicable to Employee according to its terms, and (b) any other clawback policy that the Company may adopt from time to time or any requirements imposed under applicable law or the rules and regulations of the Nasdaq Stock Market LLC.

1.8 Forfeiture. Notwithstanding any contrary provision of this Agreement, any PSUs that have not vested pursuant to Sections 1.3 through 1.5 at the time of the Employee’s termination of employment with the Company or one of its Subsidiaries (for any reason, including but not limited to death or Disability and with or without cause) will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company.

1.9 Death of the Employee. Any distribution of Shares that vested during the Employee’s lifetime which is to be made to the Employee under this Agreement after the Employee is deceased shall be made to the duly appointed administrator or personal representative of the Employee’s estate. Any such administrator or personal representative must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

Page 2– PSU AGREEMENT

1.10 Withholding of Taxes. When Shares are issued as payment for vested PSUs, the Company (or the employing Subsidiary) may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the PSU award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this Section 1.10.

1.11 Rights as Shareholder. Neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a shareholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, the Employee will have all the rights of a shareholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

1.12 Grant is Not Transferable. This grant of PSUs and the rights and privileges conferred hereby may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process, until the Employee has been issued Shares in payment of the PSUs. Upon any attempt to sell, pledge, assign, hypothecate, transfer or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

1.13 Restrictions on Sale of Securities. The Shares issued as payment for vested PSUs under this Agreement will be registered under U.S. federal securities laws and will be freely tradable upon receipt. However, an Employee’s subsequent sale of the Shares may be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s insider trading policies, and any other applicable securities laws.

1.14 Additional Conditions to Issuance of Certificates for Shares. The Company shall not be required to issue any certificate or certificates for Shares hereunder prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any U.S. state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any U.S. state or federal governmental agency, which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of vesting of the PSUs as the Committee may establish from time to time for reasons of administrative convenience, but not to exceed the maximum time limit set forth in Section 10.b(iii) of the Plan.

Page 3– PSU AGREEMENT

1.15 Modifications to the Agreement. This Agreement and the Plan together constitute the entire understanding of the Parties on the subjects covered herein. The Employee expressly warrants that the Employee is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement can be made only in an express written contract executed by the Parties, provided, however, that notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of the Employee, to comply with Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code prior to the actual payment of Shares pursuant to this award of PSUs.

1.16 Adjustments Upon Changes in Capital. The aggregate number of PSUs covered by this Agreement will be proportionally adjusted for any increase or decrease in the number of issued and outstanding Shares resulting from a stock split-up or consolidation of Shares or any like capital adjustments, or the payment of any stock dividend, as set forth in the Plan.

2. Not a Contract of Employment. Subject to any employment contract with the Employee, the terms of such employment will be determined from time to time by the Company, or one of its Subsidiaries employing the Employee, as the case may be, and the Company, or the Subsidiary employing the Employee, as the case may be, will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause. The transactions contemplated hereunder and the vesting schedule set forth in Appendix A of this Agreement do not constitute an express or implied promise of continued employment for any period of time. A leave of absence or an interruption in employment (including an interruption during military service) authorized or acknowledged by the Company or one of its Subsidiaries employing the Employee, as the case may be, shall not be deemed a termination of employment for the purposes of this Agreement.

3. Miscellaneous.

3.1 Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company, in care of its Corporate Secretary, at 201 NE Park Plaza Drive, Suite 100, Vancouver WA 98684, or at such other address as the Company may hereafter designate in writing. Any notice to be given to the Employee under the terms of this Agreement or the Plan will be addressed to the Employee at his or her address of record with the Company.

3.2 Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the Parties hereto.

Page 4– PSU AGREEMENT

3.3 Plan Governs. This Agreement is subject to all the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. A copy of the Plan has been delivered to the Employee, receipt of which is hereby acknowledged by the Employee.

3.4 Committee Authority. The Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any PSUs have vested). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon the Employee, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

3.5 Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

3.6 Agreement Severable. In the event that any provision in this Agreement is held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

3.7 Amendment, Suspension or Termination of the Plan. By accepting this PSU award, the Employee expressly warrants that he or she has received a contingent right to potentially receive Shares under the Plan, and has received, read and understood the Plan. The Employee understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

3.8 Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Oregon, without regard to any principles of conflict of laws.

3.9 Agreement to Arbitrate Disputes. To facilitate efficient resolution of all disputes arising out of or related in any way to the interpretation or application of this Agreement or to the Employee’s employment with the Company or the termination of that employment, the Parties agree all such disputes shall be resolved exclusively, fully, and finally by binding arbitration. The Parties understand and agree that pursuant to this Agreement they are waiving the right to have disputes resolved in court by a judge or jury and instead to have such disputes resolved by a neutral arbitrator. Arbitration proceedings pursuant to this provision shall occur in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (AAA) in effect at the time a demand for arbitration is made. Those rules are available on the Internet at http://www.adr.org or by calling the AAA at 1-800-778-7879.

3.10 No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against either Party.

Page 5– PSU AGREEMENT

3.11 Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Counterpart signature pages may be delivered via email.

Your signature below indicates your agreement and understanding that this award is subject to all of the terms and conditions contained in Appendices A and B and the Plan. Important additional information on vesting and forfeiture of the Performance Share Units is contained in Sections 1.3, 1.4 and 1.6 of this Agreement. PLEASE BE SURE TO READ ALL OF THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING APPENDICES A AND B.

	NWPX INFRASTRUCTURE, INC.	EMPLOYEE
By:	/s/ Scott Montross
	Scott Montross	Name:
	President and CEO	Title:
Date: March 12, 2026		Date: __________, 2026

Page 6– PSU AGREEMENT

Appendix A

PSU Vesting Conditions

The information below shows the target number of PSUs (“Target Performance Shares”) that will vest and be paid with respect to 2026, 2026-2027 and 2026-2028 financial performance in achieving levels of earnings before interest expense, income taxes, depreciation and amortization margin (“EBITDA Margin”) over the measurement period. The column captioned “Payout (% of Target”) shows the multiple or fraction of the Target Performance Shares granted to each employee that will vest and be paid at each respective level of EBITDA Margin. The actual Payout (% of Target) will be determined by interpolation based on the actual EBITDA Margin.

EBITDA Margin will be calculated using amounts as reflected in the Company’s audited consolidated financial statements before extraordinary or unusual items (e.g. charges for acquisition, divestiture and restructuring activities and gains/losses on sales) and the cumulative effect of any change in accounting principles. All adjustments will be reviewed and approved by the Compensation Committee.

If the Company’s net income before extraordinary or unusual items (e.g. charges for acquisition, divestiture and restructuring activities and gains/losses on sales) and the cumulative effect of any change in accounting principles is negative, the Payout (% of Target) is 0%.

2026 Target Performance Shares	Vest Date
XXX	March 31, 2027
2026 –2027 Target Performance Shares	Vest Date
XXX	March 31, 2028
2027 –2028 Target Performance Shares	Vest Date
XXX	March 30, 2029
EBITDA Margin Performance	Payout (% of Target)
---	---
15.0%	200.0%
13.0%	100.0%
10.0%	50.0%
<10.0%	0%

Appendix B

Definition of Change of Control and Related Terms

For purposes of this Agreement, a “Change of Control” means the occurrence of any of the following events: (i) the date any one person, or more than one person acting as a group, acquires, whether by merger, consolidation or otherwise, ownership of the capital stock of the Company that constitutes more than fifty percent (50%) of the total voting power of the outstanding capital stock of the Company, (ii) the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, (iii) the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company, or (iv) the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election. For purposes of this definition of Change of Control, the term “person” shall mean and include an individual, a trust, an estate, a partnership, a limited liability company, an association, a company or corporation, other than the Company or any employee benefit plan(s) sponsored by the Company. For purposes of this definition of Change of Control, the term “gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Notwithstanding the foregoing, a Change of Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in the ownership of a substantial portion of the Company’s assets or a change in the effective control of the Company under Code Section 409A and the Treasury Regulations promulgated thereunder.

ex_924729.htm

Exhibit 10.2

NWPX INFRASTRUCTURE, INC.

RESTRICTED STOCK UNIT AGREEMENT

This RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made and entered into as of March 12, 2026 (“Effective Date”) by and between NWPX Infrastructure, Inc. (the “Company”), and XXX (the “Employee”) (collectively, the “Parties”).

RECITALS

AGREEMENT

The Parties hereby agree as follows:

1. Restricted Stock Unit Grant. The Employee is granted an award of restricted stock units (“Restricted Stock Units”) on the following terms:

1.1 Grant. The Company hereby grants Employee an award of XXX Restricted Stock Units, subject to all of the terms and conditions of this Agreement, and the Company’s stockholder approved 2022 Stock Incentive Plan (the “Plan”), including but not limited to the provisions of the Plan governing awards of Restricted Stock Units. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan. The grant of Restricted Stock Units obligates the Company, upon vesting in accordance with this Agreement, to deliver to the Employee one share of common stock of the Company (each, a “Share”) for each Restricted Stock Unit.

1.2 Company’s Obligation to Pay. Unless and until the Restricted Stock Units have vested in the manner set forth in Sections 1.3 through 1.5, the Employee will have no right to be issued Shares as payment of such Restricted Stock Units. Prior to actual issuance of Shares as payment of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation. Payment of any vested Restricted Stock Units shall be made in only whole Shares, rounding down to the nearest whole Share.

1.3 Vesting Schedule/Period of Restriction. Except as provided in subsections 1.4 and 1.5, and subject to Section 1.7, the Restricted Stock Units awarded by this Agreement shall vest in accordance with the Vesting Schedule attached hereto as Appendix A. Restricted Stock Units shall not vest in the Employee unless the Employee shall have been continuously employed by the Company or one of its Subsidiaries from the Effective Date until the date the Restricted Stock Units vest in accordance with the provisions of this Agreement.

1.4 Change of Control. In the event a Change of Control of the Company (as defined in Appendix B) occurs at any time prior to the last vesting date, unless the Administrator of the Plan has made a provision for the substitution, assumption, exchange or other continuation or settlement of the Restricted Stock Units, or this Agreement would otherwise continue in accordance with its terms in the circumstances, a pro-rata number of Restricted Stock Units will be calculated based on time elapsed between the most recently achieved vesting date and the next succeeding vesting date as of the date of the Change of Control, and those Restricted Stock Units will be immediately vested.

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1.5 Committee Discretion. The Compensation Committee of the Company’s Board of Directors (the “Committee”), in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Committee with respect to the number of Shares designated by the Committee.

1.6 Payment after Vesting. Any Restricted Stock Units that vest in accordance with Sections 1.3 through 1.5 will be paid to the Employee through issuance of Shares as soon as practicable following the date of vesting, subject to Section 1.10 and the provisions of Section 10.b(iii) of the Plan.

1.7 Clawback Provision. If the Company’s financial statements are the subject of a restatement due to misconduct, to the extent permitted by governing law, in all appropriate cases, the Company will seek reimbursement of excess share compensation granted to Employee per this Agreement. “Excess share compensation” means the positive difference, if any, between (i) the award paid to Employee and (ii) the award that would have been paid to Employee had the award been calculated based on the Company’s financial statements as restated. As an additional condition of receiving the awards hereunder, Employee agrees that the Restricted Stock Units, Shares and any proceeds or other benefits Employee may receive hereunder shall also be subject to recoupment pursuant to (a) the Incentive Compensation Recovery Policy (as amended from time to time) adopted by the Board to comply with Rule 10D-1 promulgated under the Securities Exchange Act of 1934 and the listing standards of the Nasdaq Stock Market LLC, to the extent applicable to Employee according to its terms, and (b) any other clawback policy that the Company may adopt from time to time or any requirements imposed under applicable law or the rules and regulations of the Nasdaq Stock Market LLC.

1.8 Forfeiture. Notwithstanding any contrary provision of this Agreement, the balance of the Restricted Stock Units that have not vested pursuant to Sections 1.3 through 1.5 at the time of the Employee’s termination of employment with the Company or one of its Subsidiaries (for any reason, including but not limited to death or Disability and with or without cause) will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company.

1.9 Death of Employee. Any distribution of Shares that vested during Employee’s lifetime which is to be made to the Employee under this Agreement after the Employee is deceased shall be made to the duly appointed administrator or personal representative of the Employee’s estate. Any such administrator or personal representative must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

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1.10 Withholding of Taxes. When Shares are issued as payment for vested Restricted Stock Units, the Company (or the employing Subsidiary) may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this Section 1.10.

1.12 Grant is Not Transferable. This grant of Restricted Stock Units and the rights and privileges conferred hereby may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process, until the Employee has been issued Shares in payment of the Restricted Stock Units. Upon any attempt to sell, pledge, assign, hypothecate, transfer or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

1.13 Restrictions on Sale of Securities. The Shares issued as payment for vested Restricted Stock Units under this Agreement will be registered under U.S. federal securities laws and will be freely tradable upon receipt. However, an Employee’s subsequent sale of the Shares may be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s insider trading policies, and any other applicable securities laws.

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1.14 Additional Conditions to Issuance of Certificates for Shares. The Company shall not be required to issue any certificate or certificates for Shares hereunder prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any U.S. state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any U.S. state or federal governmental agency, which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of vesting of the Restricted Stock Units as the Committee may establish from time to time for reasons of administrative convenience, but not to exceed the maximum time limit set forth in Section 10.b(iii) of the Plan.

1.15 Modifications to the Agreement. This Agreement and the Plan collectively constitute the entire understanding of the Parties on the subjects covered. The Employee expressly warrants that Employee is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement can be made only in an express written contract executed by the Parties; provided, however that notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of the Employee, to comply with Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code prior to the actual payment of Shares pursuant to this award of Restricted Stock Units.

1.16 Adjustments Upon Changes in Capital. The aggregate number of Restricted Stock Units covered by this Agreement will be proportionally adjusted for any increase or decrease in the number of issued and outstanding Shares resulting from a stock split-up or consolidation of Shares or any like capital adjustments, or the payment of any stock dividend, as set forth in the Plan.

2. No Contract of Employment. Subject to any employment contract with the Employee, the terms of such employment will be determined from time to time by the Company, or one of its Subsidiaries employing the Employee, as the case may be, and the Company, or the Subsidiary employing the Employee, as the case may be, will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause. The transactions contemplated hereunder and the vesting schedule set forth in Appendix A of this Agreement do not constitute an express or implied promise of continued employment for any period of time. A leave of absence or an interruption in employment (including an interruption during military service) authorized or acknowledged by the Company or one of its Subsidiaries employing the Employee, as the case may be, shall not be deemed a termination of employment for the purposes of this Agreement.

3. Miscellaneous.

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3.4 Committee Authority. The Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon the Employee, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

3.5 Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

3.7 Amendment, Suspension or Termination of the Plan. By accepting this Restricted Stock Units award, the Employee expressly warrants that he or she has received a contingent right to potentially receive Shares under the Plan, and has received, read and understood the Plan. The Employee understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

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[SIGNATURE PAGE FOLLOWS]

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Your signature below indicates your agreement and understanding that this award is subject to all of the terms and conditions contained in Appendices A and B and the Plan. Important additional information on vesting and forfeiture of the Restricted Stock Units is contained in Sections 1.3, 1.4 and 1.6 of this Agreement. PLEASE BE SURE TO READ ALL OF THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING APPENDICES A AND B.

NWPX INFRASTRUCTURE, INC.		EMPLOYEE
By:	/s/ Scott Montross
	Scott Montross	Name:
	President and CEO	Title:
Date: March 12, 2026		Date: ____________, 2026

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Appendix A

Vesting Schedule

Restricted Stock Units	Vest Date
XXX	January 15, 2027
XXX	January 14, 2028
XXX	January 16, 2029

Appendix B

Definition of Change of Control and Related Terms

For purposes of this Agreement, a “Change of Control” means the occurrence of any of the following events: (i) the date any one person, or more than one person acting as a group, acquires, whether by merger, consolidation or otherwise, ownership of the capital stock of the Company that constitutes more than fifty percent (50%) of the total voting power of the outstanding capital stock of the Company, (ii) the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, (iii) the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company, or (iv) the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election. For purposes of this definition of a Change of Control, the term “person” shall mean and include an individual, a trust, an estate, a partnership, a limited liability company, an association, a company or corporation, other than the Company or any employee benefit plan(s) sponsored by the Company. For purposes of this definition of a Change of Control, the term “gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Notwithstanding the foregoing, a Change of Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in the ownership of a substantial portion of the Company’s assets or a change in the effective control of the Company under Section 409A of the Code and the Treasury Regulations promulgated thereunder.

ex_928082.htm

Exhibit 10.3

March 11, 2026

Miles Brittain

Re:	Confidential Retirement Agreement

Dear Miles:

As we discussed, you have notified NWPX Infrastructure, Inc. (the “Company”) that you wish to retire, and the Company has accepted your resignation from your full-time role of Executive Vice President, effective April 3, 2026. Provided below are details your transition from full-time employment to part-time status, subject to your agreement to certain terms and conditions.

This Confidential Retirement Agreement (the “Agreement”) sets forth an amicable arrangement for the termination of your full-time employment by providing you with Continued Employment, pay and benefits in exchange for, among other things, a release of claims. This Agreement is not an acknowledgement of wrongdoing by you or the Company. If you enter into this Agreement, you agree that you are doing so voluntarily.

1.End of Full-Time Employment. Your full-time employment with the Company will end on April 3, 2026.

2.Performance Share Units. In accordance with the terms of the Performance Share Unit Agreement, your shares that vest on March 31, 2026 shall vest on that date. Any shares that are unvested at the time your full-time employment ends will be forfeited, as discussed below.

3.Return of Company Property. With the exception of your company provided cell phone and laptop computer which will remain in your possession, on your last day of full-time employment or immediately thereafter, you must return any and all Company property in your possession or control, including but not limited to any Company credit cards, keys, card keys, employee badges, documents (including all financial and accounting documents), manuals, customer and product lists and information, equipment, supplies, strategic planning information, and human resources information, as well as any other property belonging to the Company or any Company-owned or affiliated company.

4.Continued Employment. You will remain a Company employee in a part-time capacity from April 6, 2026 until April 15, 2029 (the “Continued Employment Period”). During that time, your title will be Consultant. In this role, you will be expected to be reasonably available to the Company to provide consulting services, as requested, in areas of your expertise including but not limited to operations, capital project deployment, business analysis, the steel market, metallurgical and quality matters, and the evaluation and analysis of potential merger and acquisition targets. The amount of time needed to perform these services may vary during the Continued Employment Period at the Company’s discretion, but it is expected to be no more than eighty (80) hours per month. The Company expects that most if not all of this work can be performed remotely, though you agree to be available to come into the office as reasonably requested from time to time by the Company during the Continued Employment Period.

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5.Pay and Benefits During Continued Employment Period. The Company shall pay you $175,000 per year, less applicable deductions and withholdings, to be paid in equal installments in accordance with the Company’s regular payroll cycles. You will be eligible for the same benefits, including 401(k) plan participation and health insurance, generally made available to Company employees but you will not be eligible for any incentive compensation programs.

The Continued Employment Period and the pay and benefits provided in this Agreement are in lieu of all other forms of severance or other compensation payments under any Company policy, plan, practice or agreement (excluding vested retirement benefits). They are unique and exclusive to you and are available to you only if you execute and do not revoke this Agreement. They constitute additional benefits and compensation to which you would not otherwise be entitled. By accepting this Agreement, you hereby waive any other benefits and compensation that may be provided under any other agreement or the Company’s (or any of its subsidiaries or affiliates’) policies, plans or practices (excluding vested retirement benefits). You specifically acknowledge that in exchange for the Continued Employment Period and the pay and benefits provided in this Agreement, you waive any rights to receive any Performance Share Units (“PSUs”) - pursuant to the Performance Share Unit Agreements (the “PSU Agreements”) you entered into with the Company as of March 28, 2024 and March 27, 2025 – during the Continued Employment Period. This specific waiver is made pursuant to Section 1.15 of the PSU Agreements.

6. Treatment of Restricted Stock Units. The Company will honor the original terms of the Restricted Stock Unit (“RSU”) agreements during your Continued Employment Period as follows:

Vest Date	Award Date	Number of Shares
January 15, 2027	March 28, 2024	962
January 15, 2027	March 27, 2025	862
January 14, 2028	March 27, 2025	864

7.Termination. Employee’s employment and this Agreement may be terminated: (i) by Employer with or without Cause (as defined below); (ii) by Employer due to Employee’s death or Disability (as defined below); or (iii) by Employee.

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7.1 Termination by Employer for Cause. Employer shall have the right, at its option, to immediately terminate Employee’s employment and this Agreement for Cause.

(i)“Cause” means any of the following, as reasonably determined by Employer:

a) any material breach of this Agreement by Employee;

b) Employee’s refusal or repeated failure to perform, or gross negligence (defined as extreme indifference to or reckless disregard for Employee’s obligations, duties, loyalties, or responsibilities to Employer) in performing, those assigned job responsibilities which are reasonably consistent with the duties of Employee’s position, as directed by the VP/GM, or his designee, including any deliberate or grossly negligent disregard of the written rules or policies of Employer;

c) Employee’s engagement in any dishonesty, excluding unintentional or minor acts or omissions, with respect to Employer (including without limitation acceptance of any bribes or kickbacks or other acts of self-dealing), fraud, embezzlement, theft, misappropriation of funds or other assets of Employer, or an undisclosed conflict of interest that can reasonably be expected to have a material adverse effect on the affairs of Employer or, in Employer’s discretion, would tend to impugn Employee’s reputation or the reputation of Employer;

d) Employee’s commission of an intentional act, or intentional failure to act, that is materially detrimental to the reputation, character or standing of Employer, constitutes disloyalty, dishonesty or intentional breach of fiduciary duty to Employer, or that otherwise materially jeopardizes or compromises Employer’s business relationships or performance or, in Employer’s discretion, impugns Employee’s reputation or the reputation of Employer; or

e) the unauthorized disclosure by Employee of any Confidential Information or trade secret of Employer.

For the avoidance of doubt, unless accompanied by conduct falling under one of the categories set forth in this Section 7.1(i), “Cause” does not include: (1) differences of opinion with respect to strategy or implementation of business plans, (2) the success or lack of success of any such strategy or implementation, or (3) any failure to achieve any performance targets, whether relating to Employee, Employer, or otherwise.

(ii) Notwithstanding the foregoing, the conduct described in Sections 7.1(i)(a) and (b) shall not constitute Cause unless: (A) Employer has delivered to Employee written notice identifying the conduct deemed to qualify as Cause; and (B) Employee fails to take sufficient remedial action to cure the conduct, as reasonably determined by Employer, within thirty (30) days after delivery of the notice.

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7.2 Termination Due to Employee’s Death or Disability. Employee’s employment will automatically terminate upon Employee’s death. Employer’s decision to terminate because of Disability shall be based on its good faith determination that Employee is unable, as a result of physical or mental illness, to perform the essential functions of his position, despite reasonable accommodation, for an aggregate of ninety (90) days during any twelve (12)-month period (“Disability”). Employer’s determination of Disability will consider any reasonable accommodation that Employer may provide without undue hardship and any other considerations required by law. For the avoidance of doubt, a termination due to Employee’s death or Disability shall not be considered a Termination by Employer without Cause for purposes of Severance, as set forth in Section 8.2.

7.3 Termination by Employer Without Cause. Employer may terminate Employee’s employment and this Agreement without Cause by delivering at least thirty (30) days prior written notice stating the Termination Date. During the period between the delivery of the notice of termination and the Termination Date (“Notice Period”), Employee’s employment shall continue, and Employee shall continue to perform his duties and cooperate in the orderly transition of his duties. Employer may, at its option, pay Employee’s then-current Base Salary for the Notice Period and excuse him from any further duties during the Notice Period.

7.4 Resignation by Employee Without Cause. Employee may resign his employment without cause and terminate this Agreement by giving Employer at least thirty (30) days’ prior written notice of the Termination Date. Employer may, at its option, pay Employee’s then-current Base Salary for the Notice Period and excuse him from any further duties during such period.

8.Payments upon Termination.

8.1 Accrued Salary and Vested Benefits. Regardless of the reason for termination, Employer will pay Employee all earned Base Salary under Section 5 through the Termination Date in a timely manner as required by law, and any unreimbursed business expenses no later than sixty (60) days after the Termination Date, and Employee will also be entitled to receive any vested benefits, consistent with any applicable plan or agreement (“Accrued Salary and Vested Benefits”). Accrued Salary and Vested Benefits shall expressly exclude, and Employee will have no rights to any unvested benefits, unearned Base Salary, or any other compensation or payments after the Termination Date except as stated in this Section 8.

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8.2 Severance Pay for Termination by Employer Without Cause.

(i) Employee shall be eligible for severance pay (“Severance”), contingent upon Employee’s timely execution and non-revocation of a release agreement in a form mutually acceptable to Employer and Employee (“Release”) and substantially similar to the release attached as Exhibit A, if Employer terminates Employee’s employment during the Continued Employment Period without Cause pursuant to Section 7.3. Severance shall be in a gross amount equivalent to the unpaid Base Salary the Employee would have received during the remainder of the Continued Employment Period.

(ii) If Employee is eligible for Severance, Employer shall pay the Severance as follows, provided that the following preconditions (“Preconditions”) have been met: (a) Employee has executed the Release following the Termination Date (but in no event later than the time period specified in the Release for its execution); and (b) such Release is in full force and effect, taking into account the revocation period applicable to the Release. Employer shall pay the Severance in a lump sum on the payroll immediately following the Employee’s termination. In addition, Company health insurance benefits shall continue without interruption, with the Company paying for the Employee’s COBRA premiums for the remainder of the Continued Employment Period. For the avoidance of doubt, failure by Employee to timely execute the Release in accordance with this Section 8.2 shall result in forfeiture of the Severance.

9.Release of Claims. In consideration for the Continued Employment Period and the pay and benefits provided in this Agreement, you and your heirs, executors, representatives, agents, insurers, administrators, successors and assigns fully waive, release and discharge the Company, including, without limitation, all of the Company’s related corporations, affiliates, parents, subsidiaries, joint ventures, and current and former directors, officers, employees, agents, attorneys, insurers, shareholders, representatives and assigns (the “Released Parties”), from any and all liability, damages, claims or causes of action, direct or indirect, known or unknown, relating in any way to your employment with the Company or the termination of that employment. You acknowledge and understand that by entering into this Agreement, you are waiving and releasing any legal claims you may have relating to your employment at the Company and the termination of that employment.

This release also includes, but is not limited to, all claims against the Released Parties under any local, state or federal laws, including but not limited to ERISA, 29 U.S.C. § 1001, et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, as amended; the Post Civil War Civil Rights Acts, 42 U.S.C. §§ 1981-1988; the Civil Rights Act of 1991; the Equal Pay Act; the Americans with Disabilities Act; the Family and Medical Leave Act; the Rehabilitation Act of 1973; the Uniformed Services Employment and Reemployment Rights Act; the Fair Labor Standards Act; Executive Order 11246; the Sarbanes-Oxley Act, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the National Labor Relations Act, as amended; the Genetic Information Nondiscrimination Act; and all other federal, state, or local common or statutory law theories and all federal, state, or local labor, employment or wage laws that may legally be waived.

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This release covers any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, paid leave, or vacation. The Company’s records indicate that you have received all wages and other compensation which you are owed in connection with your employment. By signing this Agreement, you acknowledge and agree that the pay and benefits provided in this Agreement fully satisfy and resolve any dispute regarding the amount of wages or other compensation owed you by the Company.

This release and the ADEA release in Section 10 do not waive any rights you may have, if any, in vested retirement benefits with the Company or for unemployment compensation benefits with a state agency. The releases also do not prevent you from pursuing a claim that the Company has violated the terms of this Agreement. Your releases also do not prevent you from filing a claim for discrimination, or participating in an investigation, with the Equal Employment Opportunity Commission, the National Labor Relations Board or any applicable state labor agency, but you agree not to accept any monetary damages or other compensation for any claim.

10.Specific Release of ADEA Claims. In further consideration of the Separation Pay and Separation Benefits provided to you in this Agreement, you hereby irrevocably and unconditionally fully and forever waive, release and discharge the Released Parties from any and all claims, whether known or unknown, from the beginning of time to the date of your execution of this Agreement, arising under the Age Discrimination in Employment Act (“ADEA”), as amended, and its implementing regulations, including the Older Workers’ Benefit Protection Act. By signing this Agreement, you hereby acknowledge and confirm that (i) you have read this Agreement in its entirety and understand all of its terms; (ii) you have been advised of and have availed yourself of your right to consult with your attorney prior to executing this Agreement; (iii) you knowingly, freely and voluntarily agree to all of the terms and conditions set out in this Agreement, including, without limitation, the waiver, release and covenants contained herein; (iv) you are executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which you are otherwise entitled; (v) you were given at least twenty-one (21) days to consider the terms of this Agreement and consult with an attorney of your choice, although you may sign it sooner if desired; (vi) you understand that you have seven (7) days from the date you sign this Agreement to revoke the release in this Section by delivering notice of revocation to Megan Kendrick, Vice President of Human Resources at mkendrick@nwpipe.com by e-mail before the end of such seven (7)-day period; and (vii) you understand that the release contained in this paragraph does not apply to rights and claims that may arise after the date on which you sign this Agreement. The parties agree that any changes to this Agreement, whether material or not, do not restart the running of the twenty-one (21)-day period.

If you sign and do not revoke this Section, this Agreement will become effective, in its entirety, on the eighth (8th) day after you sign this Agreement (the “Effective Date”).

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11.Covenant Not to Sue. You agree not to lodge, file or bring any suit, charge, complaint or other form of action against the Company or its directors, trustees, servants, officers, agents, employees, subsidiaries, affiliates, divisions, insurers, successors or assigns, relating in any way whatsoever to any matters released herein. This paragraph does not apply to charges filed with the Equal Employment Opportunity Commission or an equivalent state agency.

12.Supplemental Release. You further agree that you will sign a supplemental release, in a form similar to that attached here as Exhibit A, on or shortly after your last day of employment.

13.Acknowledgement of Receipt of Wages. You acknowledge that you have been paid in full all sums due and owing by virtue of your employment with the Company.

14.Confidentiality of Agreement. You agree to hold confidential the terms and conditions of this Agreement, except as otherwise provided by law. You may, however, discuss the terms and conditions of this Agreement with your significant other, attorney and tax advisor. You agree that you will take all steps reasonably necessary to ensure that those parties to whom disclosure is permitted will maintain the confidentiality of this Agreement and that you will be personally liable if they violate the confidentiality of this Agreement. In no manner will this obligation prevent you from responding to any government agency, court order or subpoena with truthful and accurate information.

15.Confidentiality Obligations. You acknowledge that you have a duty as a former employee of the Company to keep confidential all proprietary or confidential information obtained by you during the course of your employment with the Company. During the course of your employment, you have had access to and have used substantial amounts of Company confidential and proprietary information, including but not limited to proprietary processes and procedures; financial and accounting information; strategic planning information; human resources information; Company policies, procedures and objectives; Company operating information; and customer and supplier information (“Confidential Information”). You agree to maintain the strict confidentiality of all Confidential Information after your employment at the Company ends and at all times in the future except when required by law, e.g., upon subpoena by a government agency. You agree to immediately notify the Company in writing upon receipt of such a summons, subpoena or other request for any Confidential Information. You understand that your disclosure of Confidential Information to anyone may subject you and any other user of that information to legal and equitable claims by the Company.

16.Non-Disparagement. You agree that you will not in any way disparage or harm the name or reputation of the Company, any Company-owned business or any Company affiliate, including any such entities’ past or present officers, directors, employees, agents or attorneys, in either their personal or official capacities. In no manner will this obligation prevent you from responding to any government agency, court order or subpoena with truthful and accurate information. This obligation also does not prevent you from disclosing or discussing conduct that constitutes unlawful discrimination, harassment, retaliation, a wage and hour violation, or sexual assault, or any other conduct that you are entitled to disclose pursuant to applicable federal, state, or local law. Nothing in this Agreement restricts you from exercising rights protected by state or federal law, including the rights to engage in concerted, protected Section 7 activity under the National Labor Relations Act.

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17.Cooperation with Company Matters. You agree that, if requested by the Company, you will cooperate and provide truthful and accurate information to the Company in connection with matters about which you have knowledge or in defense of threatened, ongoing or future litigation, claims, or administrative or arbitration proceedings against the Company or any of its affiliates. After the Continued Employment Period ends, the Company will reimburse you for such time at an hourly rate of compensation that is based on your annual base salary at the Company as of April 3, 2026.

18.Right to Seek Injunctive Relief. You acknowledge that any breach of your obligations under the confidentiality and non-disparagement provisions of this Agreement would constitute a material breach of the Agreement. You further acknowledge that the Company’s remedy at law for any actual or threatened breach of those obligations would be inadequate and that the Company will, in addition to whatever remedies it may have at law or in equity under this Agreement, be entitled to immediate injunctive relief from any actual or threatened breach of those provisions.

19.Entire Agreement; Applicable Law. This Agreement reflects the entire agreement and understanding between you and the Company and supersedes and replaces all other oral or written understandings regarding your employment except: the Restricted Stock Unit Agreement. You acknowledge that you are not relying upon any other representations, arrangements or understandings in signing this Agreement. This Agreement shall be construed in accordance with and governed by the statutes and common law of the State of Washington. No changes may be made to the terms of this Agreement except in a writing signed by you and the Company’s President.

20.Severability. If any portion or provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will be deemed severable, will not be affected, and will remain in full force and effect.

21.Voluntary Execution. You acknowledge that you have read this Agreement and understand it, and that you are entering into it voluntarily.

If you agree to this Agreement, please sign and return it to me. If you have any questions concerning this Agreement, please feel free to contact me.

Sincerely,

/s/ Scott Montross

Scott Montross

President and CEO

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I have carefully reviewed the Confidential Retirement Agreement set forth above. I understand that it includes a release of legal claims, and I knowingly and voluntarily accept its terms.

/s/ Miles Brittain	March 11, 2026
Miles Brittain	Date

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ATTACHMENT 1

SUPPLEMENTAL RELEASE AND WAIVER

Pursuant to the terms of the Confidential Retirement Agreement between NWPX Infrastructure, Inc. and Miles Brittain, effective April______, 2029, the parties agree as follows:

Final Pay. Your final pay under the Confidential Retirement Agreement will be paid in a lump sum in accordance with the Company’s regularly scheduled payroll cycle following the Effective Date of this Supplemental Release and Waiver.

Supplemental Release and Waiver. In consideration for these separation benefits and those provided in the Confidential Retirement Agreement, and to the fullest extent permitted under applicable law, you release the Company, including, without limitation, all of the Company’s related corporations, affiliates, parents, subsidiaries, joint ventures, and current and former directors, officers, employees, agents, attorneys, insurers, shareholders, representatives and assigns (the “Released Parties”), from any claims you might have, whether known or unknown to you at this time, in connection with your employment or your separation from employment. This release includes any claims you might have under applicable state, federal, or local law dealing with employment, contract, wage and hour, tort, or civil rights matters including, but not limited to, applicable state civil rights or wage payment laws, the Employee Retirement Income Security Act (ERISA), Title VII of the Civil Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 U.S.C. §§ 1981-1988), the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers' Benefit Protection Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, sections 503 and 504 of the Vocational Rehabilitation Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, Executive Order 11246, and Washington employment statutes, all as amended, and any regulations under such laws.

This release does not affect any rights you might have for benefits under any applicable medical insurance, disability, workers’ compensation, unemployment compensation, or retirement programs. This release also does not prevent you from filing a claim with the Equal Employment Opportunity Commission or the applicable state labor agency, but you agree not to accept any monetary damages or other compensation for any claim.

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Older Workers Benefit Protection Act. Pursuant to the Older Workers Benefit Protection Act, you acknowledge that: (a) the Company encourages you to consult with an attorney prior to executing this Supplemental Release and Waiver; (b) you have read the release and understand the effect of your release and that you are releasing legal rights; (c) you are aware of certain rights to which you may be entitled under certain statutes and laws identified in the release; (d) you have had at least twenty-one (21) days to consider this Supplemental Release and Waiver, which ran concurrent with your continued employment pursuant to your Separation Agreement; (e) you do not waive rights or claims under the federal Age Discrimination in Employment Act that may arise after the date this waiver is executed; and (f) as consideration for executing this Supplemental Release and Waiver, you have received additional benefits and compensation of value to which you would not otherwise be entitled. You may revoke your acceptance of this Supplemental Release and Waiver within seven days of your acceptance by sending a written statement to that effect addressed to the attention of Megan Kendrick, SVP of Human Resources. Unless you revoke it within those seven days, this Supplemental Release and Waiver will be effective on the eighth day after you have signed it (“Effective Date”).

Accepted ____________, 20__

__________________________

Miles Brittain

Accepted _____________, 20__

__________________________

[Executive’s signature]

_________________________ [Printed name of Executive]

_________________________[Title]

NWPX Infrastructure, Inc.

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ex_930510.htm

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”), effective March 30, 2026 (the “Effective Date”), is made by and between NWPX Infrastructure, Inc. (“Employer” or the “Company”), and Scott Montross (“Employee”). Employer and Employee are sometimes collectively referred to herein as the “Parties.”

RECITALS

Employer desires to continue to employ Employee as its President and Chief Executive Officer (“CEO”) and to obtain assurance that Employee will continue to protect Employer’s Confidential Information (as defined in Section 7.1), including its trade secrets, and will not solicit its clients or its other employees during Employee’s term of employment and for a reasonable period of time after termination of employment pursuant to this Agreement. Employee is willing to accept continued employment as CEO on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants in this Agreement, and other good and valuable consideration, the Parties agree as follows:

1. Employment. Employer hereby employs Employee, and Employee agrees to be employed by Employer, as CEO. Employee’s duties, authorities, and responsibilities shall include those duties, authorities, and responsibilities that are customary and commensurate with the duties, authorities, and responsibilities of persons in similar capacities in similarly sized companies that are not inconsistent with Employee’s position as CEO, subject to the power and authority of Employer to expand or limit such duties, responsibilities, functions and authority.

1.1 Duties. Employee shall report to the Board of Directors (the “Board”). Employee shall devote their working time, ability, attention and efforts to perform their duties, together with such other duties as may from time-to-time be reasonably requested by Employer. Employee shall perform their duties faithfully, diligently, to Employee’s ability, and in the interest of Employer. Employee’s employment shall be governed by all written employment policies, procedures and handbooks that may be adopted by Employer and are applicable to executives employed by Employer, as the same may be modified from time to time, except to the extent those policies, procedures and handbooks are inconsistent with the terms of this Agreement, in which case this Agreement shall control. In performing their duties, Employee shall fully comply with Employer’s written material policies, any other agreements they have with Employer, and all applicable laws.

1.2 Exclusive Services. During Employee’s employment, Employee will not engage in any employment, consulting, or other business activity, including any activity that would impair Employee’s ability to act and exercise judgement in the interest of Employer, which, in the reasonable judgment of Employer, conflicts with the duties of Employee under this Agreement.

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1.3 Term of Employment. The Company and Employee acknowledge that Employee’s employment with the Company is at-will. Accordingly, either the Company or Employee may terminate the employment relationship at any time, with or without Cause, subject to the notice and severance provisions set forth in this agreement.

For the purposes of administering the compensation, benefit, and severance provisions of this Agreement, the period beginning on the Effective Date and ending on the two (2)-year anniversary thereof shall be referred to as the (“Initial Term”) unless Employee’s employment is terminated earlier in accordance with Section 4.

Following the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term”) unless either the Company or the Employee provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then-current term. Any such non-renewal shall not alter the at-will nature of the Employee’s employment with the Company.

1.4 Place of Performance. The principal place of Employee’s employment shall be the Company’s corporate office or, as approved by the Company, a remote work location; provided, however, that the Company reserves the right to change the Employee’s principal place of employment at its discretion, including requiring the Employee to work from the corporate office or another Company location.

2. Compensation.

2.1 Base Salary. Employer shall pay to Employee a base salary at an annual rate of $815,000.00, subject to withholdings and deductions as required or permitted by law (“Base Salary”), which shall be payable in accordance with Employer’s regular payroll practices. Employee’s position with Employer shall be considered exempt for the purposes of federal and state wage and hour law, and Employee shall not be eligible for overtime pay. Employee’s Base Salary will be reviewed annually by Employer’s Compensation Committee. Employer retains full discretion to determine if increase is to be provided and the amount of any increase.

2.2 Short-Term Incentive Plan. Employee is eligible to participate in the Company’s short-term incentive plan, the details of which are reviewed and approved by the Compensation Committee on an annual basis.

2.3. Long-Term Incentive Plan. Employee is eligible to participate in the Company’s long-term incentive plan, the details of which are reviewed and approved by the Compensation Committee on an annual basis.

3. Other Benefits.

3.1 Benefits. Employee will be eligible to participate in all benefit programs established by Employer that are applicable to personnel on a basis commensurate with Employee’s position and in accordance with Employer’s policies or plans as may be issued from time to time.

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3.2 Paid Time Off. Employee is eligible to participate in the Company’s Executive Vacation Policy.

3.3 Expenses. Employer will reimburse Employee in accordance with Employer’s policies and procedures for reasonable expenses necessarily incurred in the performance of Employee’s duties, provided that all such reimbursements shall comply with Section 409A of the Internal Revenue Code of 1986, as it may be amended from time to time (the “Code”).

4. Termination. Employee’s employment and this Agreement may be terminated: (i) by Employer with or without Cause (as defined below); (ii) by Employer due to Employee’s death or Disability (as defined below); or (iii) by Employee. The party seeking to terminate employment must provide written notice of its intent to terminate consistent with this Section 4, citing the specific Section of this Agreement upon which the party is relying and the effective date of termination (“Termination Date”).

4.1 Termination by Employer for Cause. Employer shall have the right, at its option, to immediately terminate Employee’s employment and this Agreement for Cause.

(i) “Cause” means any of the following, as reasonably determined by Employer:

a) any material breach of this Agreement by Employee;

b) Employee’s refusal or repeated failure to perform, or gross negligence (defined as extreme indifference to or reckless disregard for Employee’s obligations, duties, loyalties, or responsibilities to Employer) in performing, those assigned job responsibilities which are reasonably consistent with the duties of Employee’s position including any deliberate or grossly negligent disregard of the written rules or policies of Employer;

e) the unauthorized disclosure by Employee of any Confidential Information or trade secret of Employer.

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For the avoidance of doubt, unless accompanied by conduct falling under one of the categories set forth in this Section 4.1(i), “Cause” does not include (1) differences of opinion with respect to strategy or implementation of business plans, (2) the success or lack of success of any such strategy or implementation, or (3) any failure to achieve any performance targets, whether relating to Employee, Employer, or otherwise.

(ii) Notwithstanding the foregoing, the conduct described in Sections 4.1(i)(a) and (b) shall not constitute Cause unless: (A) Employer has delivered to Employee written notice identifying the conduct deemed to qualify as Cause; and (B) Employee fails to take sufficient remedial action to cure the conduct, as reasonably determined by Employer, within thirty (30) days after delivery of the notice.

4.2 Termination Due to Employee’s Death or Disability. Employee’s employment will automatically terminate upon Employee’s death. Employer may terminate this Agreement because of Employee’s Disability by delivering written notice to Employee stating the Termination Date. Employer’s decision to terminate because of Disability shall be based on its good faith determination that Employee is unable, as a result of physical or mental illness, to perform the essential functions of their position, despite reasonable accommodation, for one hundred eighty (180) consecutive days during any twelve (12)-month period (“Disability”). Employer’s determination of Disability will consider any reasonable accommodation that Employer may provide without undue hardship and any other considerations required by law. For the avoidance of doubt, a termination due to Employee’s death or Disability shall not be considered a Termination by Employer without Cause for purposes of Severance, as set forth in Section 5.2.

4.3 Termination by Employer Without Cause. Employer may terminate Employee’s employment and this Agreement without Cause by delivering at least thirty (30) days prior written notice stating the Termination Date. During the period between the delivery of the notice of termination and the Termination Date (“Notice Period”), Employee’s employment shall continue, and Employee shall continue to perform their duties and cooperate in the orderly transition of their duties. Employer may, at its option, pay Employee’s then-current Base Salary for the Notice Period and excuse them from any further duties during the Notice Period.

4.4 Termination by Employer following Shareholder Approval or Change in Control. If a Change in Control occurs at any time after the earlier of Shareholder Approval, if applicable, or the Change in Control and on or before the second anniversary of the Change in Control, Employee’s employment with Employer is terminated, Employee shall be entitled to the benefits provided in Section 5 hereof unless such termination is (a) because of Employee’s death, (b) by the Employer for Cause or Disability or (c) by Employee other than for Good Reason.

For the purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(i) the date any one person, or more than one person acting as a group, acquires, whether by merger, consolidation or otherwise, ownership of the capital stock of Employer that constitutes more than fifty percent (50%) of the total voting power of the outstanding capital stock of Employer;

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(ii) the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions;

(iii) the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company; or

(iv) the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election

For purposes of this definition of a Change in Control, the term “person” shall mean and include an individual, a trust, an estate, a partnership, a limited liability company, an association, a company or corporation, other than the Company or any employee benefit plan(s) sponsored by the Company.

For purposes of this definition of a Change in Control, the term “gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in the ownership of a substantial portion of the Company’s assets or a change in the effective control of the Company under Section 409A of the Code and the Treasury Regulations promulgated thereunder.

4.5 Retirement. Employee may voluntarily retire from employment with the Company by providing Employer with written notice of retirement at least ninety (90) days prior to the proposed retirement date (or such shorter period as the Company may approve in writing). Employer may, in its sole discretion, accept the retirement effective on the date specified in the notice, accelerate the effective date, or require the Employee to continue to perform duties through the notice period to facilitate an orderly transition. The Employee’s retirement shall not be deemed a termination by the Employer for the purposes of this Agreement, and any severance or other benefits shall be payable only to the extent expressly provided in this Agreement or a separate written arrangement.

Upon the effective date of retirement, the Employee’s employment shall terminate, and the Employee will be entitled to (i) earned but unpaid base salary through the retirement date, (ii) any accrued but unused vacation to the extent provided under Company policy, (iii) a pro-rata portion of the amount earned under the short-term incentive plan for the year of retirement at target through the retirement date, and (iv) a pro-rata vesting of performance shares at target for the current performance year through the retirement date. All other unvested equity awards, including restricted stock units and performance shares, will be forfeited.

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4.6 Resignation by Employee without Good Reason. Employee may resign their employment without cause or for Good Reason (as defined herein) and terminate this Agreement by giving Employer at least thirty (30) days’ prior written notice of the Termination Date. Employer may, at its option, pay Employee’s then-current Base Salary for the Notice Period and excuse them from any further duties during such period.

4.7 Resignation by Employee for Good Reason. Employee may terminate their employment with Employer on account of the existence of Good Reason after Shareholder Approval, if applicable, or the Change in Control, of any of the following circumstances provided they: (a) provide notice of the occurrence of the event constituting Good Reason and Employee’s desire to terminate their employment with Employer on account of the same within ninety (90) following the initial existence of the condition constituting Good Reason; and (b) provide Employer a period of thirty (30) days following its receipt of Employee’s notice of the condition constituting Good Reason (the “Cure Period”) to substantially cure such condition. If Employer does not substantially cure the event constituting Good Reason within the Cure Period, Employee’s resignation shall be effective immediately following the expiration of the Cure Period, unless the Company provides for an earlier resignation date.

For the purposes of this agreement, Good Reasons means:

(i) a change in Employee’s status, title, positions(s) or responsibilities as an employee of the Company which constitutes an adverse change from their status, title, position(s) and responsibilities in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, or the assignment to Employee of any duties or responsibilities which are inconsistent with such status, title or position(s), or any removal of Employee from or any failure to reappoint or reelect Employee to such position(s), except in connection with the termination of Employee’s employment for Cause, Disability or as a result of Employee’s death or by Employee other than for Good Reason;

(ii) a reduction by the Company in Employee’s base salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all management personnel of the Company and all management personnel of any Person in control of the Company;

(iii) the failure by the Company to continue in effect any Plan (as hereinafter defined) in which Employee is participating immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control (or Plans providing Employee with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, or the taking of any action, or the failure to act, by the Company which would adversely affect Employee’s continued participation in any of such Plans on at least as favorable a basis to Employee as is the case immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control or which would materially reduce Employee’s benefits in the future under any of such Plans or deprive Employee of any material benefit enjoyed by Employee immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control;

(iv) the failure by the Company to provide and credit Employee with the number of paid vacation days to which Employee is then entitled in accordance with the Company’s normal vacation policy as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control;

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(v) the Company’s requiring Employee to be based more than twenty-five (25) miles from where Employee’s office is located immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control except for required travel on the Company’s business to an extent substantially consistent with the business travel obligations which Employee undertook on behalf of the Company prior to the earlier of Shareholder Approval, if applicable, or the Change in Control;

(vi) the failure of the Company to pay to Employee any portion of Employee’s compensation or compensation under any deferred compensation program of the Company;

(vii) the failure by the Company to obtain from any successor the assumption or assent to this Agreement within thirty (30) days after a Change in Control

(viii) any material breach of this Agreement by the Company; or

(ix) any purported termination by the Company of Employee’s employment which is not effected pursuant to a notice of termination as outlined in this Section 4 above.

For the purposes of this Agreement, “Plan” shall mean any compensation plan such as an incentive, stock option or restricted stock plan or any employee benefit plan such as a thrift, pension, profit sharing, medical, disability, accident, life insurance, or relocation plan or policy or any other plan, program or policy of the Company intended to benefit employees.

5. Payments upon Termination.

5.1 Accrued Salary and Vested Benefits. Regardless of the reason for termination, Employer will pay Employee all earned Base Salary under Section 2 through the Termination Date in a timely manner as required by law, and any unreimbursed business expenses under Section 3.3 **** no later than sixty (60) days after the Termination Date, and Employee will also be entitled to receive any vested benefits, consistent with any applicable plan or agreement (“Accrued Salary and Vested Benefits”). Accrued Salary and Vested Benefits shall expressly exclude, and Employee will have no rights to, any unvested benefits, unearned Base Salary, or any other compensation or payments after the Termination Date except as stated in this Section 5.

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5.2 Severance Pay for Termination by Employer Without Cause. Employee shall be eligible for severance pay (“Severance”), contingent upon Employee’s timely execution and non-revocation of a supplemental release and waiver agreement in a form substantially similar to the form attached as Exhibit A (“Release”), if Employer terminates Employee’s employment without Cause pursuant to Section 4.3. Severance shall be in a gross amount equivalent to one (1) year of Employee’s then-current Base Salary plus payment of the short-term incentive bonus for the year of termination at an amount equal to target. In the event a Severance is provided under this Paragraph, Employee shall also be entitled to one (1) year of Employer paid COBRA benefits. All unvested restricted stock units and performance shares will be forfeited.

Employer shall pay the Severance as follows, provided that the following preconditions (“Preconditions”) have been met: (a) Employee has executed the Release following the Termination Date (but in no event later than the time period specified in the Release for its execution); and (b) such Release is in full force and effect, taking into account the revocation period applicable to the Release. Employer shall pay the Severance in a lump sum on the next payroll cycle after the expiration of the revocation period applicable to the Release. If Employer determines that any portion of the Severance is “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the payment period begins in one taxable year and ends in another, then any portion of Severance that constitutes nonqualified deferred compensation shall not commence until the beginning of the second taxable year. The Parties intend for the payment under this Section 5.2 to qualify for the exemption from Section 409A of the Code, for separation pay, to the extent applicable, pursuant to Treasury Regulations 1.409A-1(b)(9)(iii). For the avoidance of doubt, failure by Employee to timely execute the Release in accordance with this Section 5.2 shall result in forfeiture of the Severance.

5.3 Severance Pay for Termination by Employer following Shareholder Approval or Change in Control, or Resignation by Employee of Good Reason. Employee shall be eligible for Severance as follows:

(i) The Company shall pay Employee their full base salary through the Termination Date within five (5) days at the rate in effect just prior to the time a Notice of Termination is given, plus any benefits or awards (including both cash and stock components) which pursuant to terms of any Plans have been earned or become payable, but which have not yet been paid to Employee (including amounts which previously had been deferred at Employee’s request);

(ii) As Severance and in lieu of any further salary for periods subsequent to the Termination Date, within five (5) days of the later of the Termination Date or the Change in Control, the Company shall pay to Employee in a single payment an amount in cash equal to (i) the higher of (A) three (3) times Employee’s annual base salary at the rate in effect just prior to the time a Notice of Termination is given, or (B) three (3) times Employee’s annual base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control plus (ii) three (3) times the average of the cash bonuses paid to Employee during the previous three (3) years;

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(iii) For a thirty-six (36) month period after the Termination Date (specifically including a Date of termination that occurs after Shareholder Approval and prior to a Change in Control), the Company shall arrange to provide Employee and their dependents with life, accident, medical and dental insurance benefits substantially similar to those which they were receiving immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by Employee pursuant to this paragraph to the extent that a similar benefit is actually received by Employee from a subsequent employer during such period, and any such benefit actually received by Employee shall be reported to the Company;

(iv) Any and all outstanding equity compensation awards (whether options, restricted stock units or otherwise) under any Plan held by Employee shall immediately vest and become exercisable in full; provided, however, that if the award agreement for any such award provides different vesting terms on a Change in Control of the Company, the terms of the award agreement shall control and this paragraph shall not apply;

(v) Within five (5) days of the Termination Date, the Company shall pay Employee for any vacation time earned but not taken as of the Termination Date, at an hourly rate equal to Employee’s base salary as in effect immediately prior to the time a Notice of Termination is given.

5.4 Notwithstanding any other provision in this Agreement or any other agreement or arrangement between the Company and Employee with respect to compensation or benefits (each an “Other Arrangement”), if any portion of the Specified Benefits (as defined below) would be subject to the excise tax payable by Employee imposed by Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, or any successor provisions (the “IRC”), and if Employee would receive a greater after-tax benefit from the Capped Benefit (as defined below) than from the Specified Benefits, the Capped Benefit shall be paid to Employee in lieu of the Specified Benefits. The “Specified Benefits” are the amounts (including the monetary value of any non-cash benefits) otherwise payable pursuant to this Agreement and any Other Arrangement. The “Capped Benefit” equals the Specified Benefits, reduced by the minimum amount necessary to prevent any portion of the Specified Benefits from being a “parachute payment” as defined in IRC Section 280G(b)(2). For purposes of determining whether Employee would receive a greater after-tax benefit from the Capped Benefit than from the Specified Benefits, there shall be taken into account any excise tax that would be imposed under IRC Section 4999 and all federal, state and local taxes required to be paid by Employee in respect of the receipt of such payments. If Employee receives the Capped Benefit, Employee may determine the extent to which each of the Specified Benefits shall be reduced. The parties recognize that there is some uncertainty regarding the computations under IRC Section 280G which must be applied to determine the Capped Benefit. Accordingly, the parties agree that, after the severance benefit is paid, the amount of the Capped Benefit may be retroactively adjusted to the extent any subsequent Internal Revenue Service regulations, rulings, audits or other pronouncements establish that the original calculation of the Capped Benefit was incorrect. In that case, amounts shall be paid or reimbursed between the parties so that Employee will have received the severance benefit Employee would have received if the Capped Benefit had originally been calculated correctly. Moreover, in determining whether Employee will receive the Specified Benefits or the Capped Benefit, any potential tax consequences to the Company under IRC Section 280G or otherwise will not be taken into account.

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5.5 Except as specifically provided above, the amount of any payment provided for in this Section 5 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by Employee as the result of employment by another employer after the Termination Date, or otherwise. Employee’s entitlements under Section 5 are in addition to, and not in lieu of any rights, benefits or entitlements Employee may have under the terms or provisions of any Plan.

6. Effect of Termination.

6.1 Continuing Obligations. Whatever the circumstances of the termination may be, Employee shall continue to be bound after termination by Section 7 of this Agreement.

6.2 Return of Employer Property. Within ten (10) business days of the termination of this Agreement or request by Employer, Employee shall deliver to Employer all property, documents and materials pertaining to Employer’s business, including all Confidential Information under Section 7.

7. Nondisclosure.

7.1 Undertaking. Employee acknowledges that in the course of employment with Employer, Employee will have access to Employer’s Confidential Information. “Confidential Information” for the purposes of this Agreement shall mean all of Employer’s trade secrets and proprietary information of a business, financial, marketing, or technical nature including, without limitation, Employer’s present or future business strategies, pricing, finances, financial information, manuals, computer programs, data, marketing plans and tactics, technical information, investor, client, customer or supplier account lists, the processes and practices of Employer, technology, research, designs, developments, manufacturing, instruments, equipment, systems, processes, formulae, methods, techniques, data, analyses, know-how, improvements, products, costs, employee compensation, marketing plans and strategies, leases, negotiations, computer programs or systems, inventions, patent applications, and developments, regardless of whether the foregoing terms constitute or are protected as trade secrets, and trade secrets, confidential information, or other protectable property or rights, all information contained in electronic or computer files, and any other information that is designated by Employer or its affiliates as confidential or that Employee knows or should know is confidential. Confidential Information also includes information belonging to Employer or its affiliates, as well as information provided by third parties that Employer or its affiliates are obligated to keep confidential. Notwithstanding anything to the contrary contained herein, Employee may deliver or disclose Confidential Information to (i) Employee’s attorneys, financial advisors, accountants and other professional advisors who are bound by obligations of confidentiality, (ii) Employer and its employees, agents and representatives, (iii) any federal or state regulatory authority having jurisdiction over Employee to the extent required to effect compliance with any applicable law or in connection with any audit or other proceeding by such authority, or (iv) subject to not less than ten (10) calendar days’ advance written notice by Employee to Employer, any other person to which such delivery or disclosure is necessary (A) to effect compliance with applicable law, (B) in response to any subpoena or other legal process, or (C) in the enforcement of Employee’s rights and remedies against Employer or its affiliates. Employee acknowledges that all Confidential Information is and shall continue to be the exclusive property of Employer or its affiliates, whether or not prepared in whole or in part by Employee and whether or not disclosed to or entrusted to Employee in connection with employment by Employer. Employee agrees not to disclose Confidential Information, directly or indirectly, under any circumstances or by any means, to any third persons without the prior written consent of Employer except as may be required by applicable law, regulation or legal process. Employee agrees to not copy, transmit, reproduce, summarize, quote, or make any commercial or other use whatsoever of Confidential Information, except as may be necessary to perform work done by Employee for Employer. Employee agrees to exercise reasonable care in safeguarding Confidential Information against loss, theft, or other inadvertent disclosure and agrees generally to take all steps reasonably necessary or requested by Employer to ensure maintenance of the confidentiality of the Confidential Information. Employee agrees, in addition to the specific covenants contained herein, to comply with all of the applicable written policies and procedures of Employer and its affiliates for the protection of Confidential Information. Furthermore, upon Employee’s termination of employment (or earlier if requested by the Employer) for any reason with Employer, Employee shall return within ten (10) business days to Employer all originals and copies of documents and other materials relating to Employer or containing or derived from Confidential Information that are in his possession or control, accompanied, if requested, by written certification from Employee and satisfactory to Employer to the effect that all such documents and materials have been returned.

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7.2 Exclusions. Section 7.1 shall not apply to the following information that is (i) the product of Employee’s general knowledge, education, training and/or experience; (ii) generally known or used by persons with the general knowledge, education, training or experience comparable to that of Employee; (iii) now and hereafter voluntarily disseminated by Employer to the public or which otherwise becomes part of the public domain through lawful means; (iv) subsequently and rightfully received from third parties and not subject to any obligation of confidentiality; and (v) independently obtained and/or developed by Employee and after termination of Employee’s employment (as conclusively shown by Employee’s written records). In any dispute between the Parties with respect to the exclusions in this Section, the burden of proof shall be on Employee. Nothing in this Agreement is intended to prohibit the disclosure of information regarding discriminatory or unfair employment practices, or disclosure to a governmental authority, including without limitation the U.S. Securities and Exchange Commission, regarding business or employment practices that Employee reasonably and in good faith believes to be in violation of a federal, state, or local law.

8. Non-Solicitation. Employee agrees and covenants during the course of their employment and for twelve (12) months after their termination not to (a) directly or indirectly, solicit, or encourage any other Person to solicit, any individual who has been employed by the Company within one (1) year prior to the date of such hiring or solicitation, or encourage any such individual to leave such employment or (b) solicit, divert, or take away, or attempt to divert or take away, the business or patronage of any of the referral sources, clients, customers, or accounts of the Employer for the purpose of selling or providing any products or services competitive with the Employer’s business. The prohibition in subsection (a) shall not prevent Employee from hiring or soliciting any employee or former employee of the Employer who responds to a general solicitation that is a public solicitation of prospective employees and not directed specifically to any employee.

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9. Remedies. Notwithstanding other provisions of this Agreement regarding dispute resolution, Employee agrees that Employee’s material violation of Sections 7 and/or 8 of this Agreement would cause Employer irreparable harm which would not be adequately compensated by monetary damages and that an injunction may be granted by any court or courts having jurisdiction, restraining Employee from violation of the terms of this Agreement, upon any breach or threatened breach by Employee of the obligations set forth in Section 7. The preceding sentence shall not be construed to limit Employer from any other relief or damages to which it may be entitled as a result of Employee’s breach of any provision of this Agreement, including Section 8. For the purposes of any suit, action, or proceeding involving a right to injunctive relief, the Parties hereby submit to the jurisdiction of the federal and state courts in the state of Washington, and the Parties further agree that such courts shall have exclusive jurisdiction over any suit, action, or proceeding involving a right to injunctive relief.

10. Governing Law; Agreement to Arbitrate. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the state of Washington, without giving effect to any choice of law or conflict of law rules or provisions. In the event it becomes necessary, unless otherwise prohibited by law or as otherwise provided in Section 9, any action to enforce this Agreement shall be settled by binding arbitration conducted by a single neutral arbitrator and shall be held pursuant to the American Arbitration Association’s Employment Arbitration Rules. Arbitration shall be held in the state of Washington or such other location as shall be mutually agreed upon by the Parties. The arbitrator may award injunctive relief or any other remedy that would have been available in court. All statutes of limitations that would apply in court shall apply in the arbitration. Questions about whether a dispute must be arbitrated shall be determined by the arbitrator. In the event that it is necessary for either party or its authorized representative, successor, or assign to institute an action to enforce this Agreement, the prevailing party in such proceeding shall be entitled to reimbursement for its reasonable costs and attorneys’ fees incurred, except as otherwise expressly provided above. The arbitration opinion and award shall be final and binding and be enforceable by any court having jurisdiction.

11. Representation of Employee. Employee represents and warrants to Employer that Employee is free to enter into this Agreement and has no contract, commitment, arrangement or understanding to or with any party that restrains or is in conflict with Employee’s performance of the covenants, services and duties provided for in this Agreement.

12. Notices. Any notice required or permitted to be given hereunder shall be sufficient if in writing, by registered or certified mail, to Employee at their last known address provided to Employer. Notice shall be deemed to have been given on the third day after deposit into the mail. Notices may also be hand-delivered, in which case, notice is effective upon delivery. Notices to Employer shall be made to the attention of the Senior Vice President of Human Resources at 201 NE Park Plaza Drive #100 Vancouver, WA 98684.

13. Severability. In the event that a court of law determines that this Agreement contains provisions that are unenforceable in whole or in part, then such provisions shall be deemed to be amended to the minimum extent necessary for such court of law to determine that the provisions are enforceable. If, for any reason, a section or portion of this Agreement is held by a court to be invalid or unenforceable, Employee and Employer acknowledge and agree the holding shall not affect the validity or enforceability of any other provision, and that all remaining provisions of this Agreement shall remain binding and enforceable.

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14. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as a waiver of any subsequent breach; nor will any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.

15. 409A Compliance. The Parties intend that payments or benefits payable under this Agreement shall comply with or satisfy an exemption from Section 409A of the Code (“Section 409A”), and the provisions of this Agreement shall be construed and administered in accordance with such intent. Accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with or satisfy one (1) or more applicable exemptions from Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any nonqualified deferred compensation (which is otherwise not exempt from Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

16. Counterparts; Delivery. This Agreement may be executed in counterparts in different places, at different times and on different dates, and in that case, all executed counterparts taken together collectively constitute a single binding agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

17. Indemnification; Directors’ and Officers’ Liability Insurance.

(a) Employer shall, to the fullest extent permitted by applicable law, indemnify Employee if they becomes a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of their status as an executive or director of Employer, against all expenses (including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of Employee in connection with such action, suit or proceeding and any appeal therefrom (collectively, “Damages”), provided that Employee acted or omitted to act in good faith and such course of conduct did not constitute gross negligence, bad faith, or willful misconduct.

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(b) As a condition precedent to the Employee’s right to be indemnified, Employee must notify Employer in writing as soon as practicable of any action, suit, proceeding or investigation involving them for which indemnity hereunder will or could be sought; provided that the failure of Employee to give notice as provided herein shall not relieve Employer of its obligations hereunder, except to the extent that Employer is prejudiced by such failure to give notice. With respect to any action, suit, proceeding or investigation of which Employer is so notified, Employer will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to Employee.

(c) In the event that Employer does not assume the defense of any action, suit, proceeding or investigation of which Employer receives notice, Employer shall pay in advance of the final disposition of such matter any expenses (including, without limitation, attorneys’ fees) incurred by Employee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom; provided, however, that Employee shall be entitled to participate in any such defense with separate counsel at the expense of Employer if, in the reasonable opinion of counsel of Employee, Employer and Employee have conflicting interests with respect to such civil or criminal action, suit, proceeding or investigation or any appeal therefrom, based on one or more material legal defenses available to Employee that are inconsistent with those available to Employer (other than differing interests associated with Employer’s obligation to indemnify); provided, further, that the payment of such expenses incurred by Employee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of Employee to repay all amounts so advanced in the event that it shall ultimately be determined that Employee is not entitled to be indemnified by Employer as authorized by this Section 17, which undertaking shall be accepted without reference to the financial ability of Employee to make such repayment; and further provided that no such advancement of expenses shall be made if it is determined that (i) Employee did not act (A) in good faith, or (B) in the good faith reliance on the provisions of the applicable provisions of this Agreement, or (ii) with respect to any criminal action or proceeding, Employee had reasonable cause to believe his conduct was unlawful.

(d) Employer shall not indemnify Employee in connection with a proceeding (or part thereof) initiated by Employee seeking indemnification unless (i) the initiation thereof was approved by the Board or (ii) such proceeding was initiated to enforce the indemnification obligations of Employer owed to Employee. In addition, Employer shall not indemnify Employee to the extent Employee is reimbursed from the proceeds of insurance, and in the event Employer makes any indemnification payments to Employee and Employee is subsequently reimbursed from the proceeds of insurance, Employee shall promptly refund such indemnification payments to Employer to the extent of such insurance reimbursement.

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(e) All determinations hereunder as to the entitlement of Employee to indemnification or advancement of expenses shall be made in each instance by (i) a majority vote of the members of the Board of Directors (the “Board”) (other than Employee, if they are serving as a member of the Board) consisting of individuals who are not at that time parties to the action, suit or proceeding in question (the “Disinterested Board Members”), whether or not a quorum, (ii) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to Employer), or (iii) a court of competent jurisdiction.

(f) The indemnification rights provided in this Section 17: (i) shall not be deemed exclusive of any other rights to which Employee may be entitled under any law, agreement or vote of Disinterested Board Members or otherwise, and (ii) shall inure to the benefit of the heirs, executors and administrators of Employee.

(g) During the Term of Employee’s employment with Employer and while potential liability exists, Employer or any successor to Employer shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Employee on terms that are no less favorable than the coverage provided to other directors and officers of Employer (but in no event less than a reasonable amount of coverage).

(h) Notwithstanding anything to the contrary in this Section 17, Employee as an executive officer and member of the Board shall be entitled to any additional more favorable rights to indemnification from Employer that are granted by Employer to any other executive officer of Employer or member of the Board for serving in such capacity.

(i) The provisions of this Section 17 shall survive the termination of this Agreement and Employee’s employment with Employer. ****

18. Entire Agreement. This instrument contains the entire agreement of the Parties with respect to the employment by Employer of Employee and supersedes all prior agreements and understandings regarding that employment. This Agreement may be changed only by an agreement in writing signed by both Parties. Whenever in this Agreement the word “including” is used, it shall be deemed to be for purposes of identifying only one or more of the possible alternatives, and the entire provision in which such word appears shall be read as if the phrase “including without limitation” were actually used in the text.

[remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the Parties have duly signed and delivered this Agreement as of the date indicated below.

NWPX INFRASTRUCTURE, INC
	/s/ Michael Franson	Date:	March 12, 2026
By:	Michael Franson
Title:	Compensation Committee Chair
Scott Montross
	/s/ Scott Montross	Date:	March 12,2026

EXHIBIT A

SUPPLEMENTAL RELEASE AND WAIVER

Pursuant to the terms of the Executive Employment Agreement between NWPX Infrastructure, Inc. (“the Company”) and [NAME], effective [DATE], the parties agree as follows:

1.	Final Pay. Your final pay under the Executive Employment Agreement will be paid in a lump sum in accordance with the Company’s regularly scheduled payroll cycle following the Effective Date of this Supplemental Release and Waiver, but no earlier than the revocation period outlined in section 3 below.
2.	Supplemental Release and Waiver. In consideration for these separation benefits and those provided in the Executive Employment Agreement, and to the fullest extent permitted under applicable law, you release the Company, including, without limitation, all of the Company’s related corporations, affiliates, parents, subsidiaries, joint ventures, and current and former directors, officers, employees, agents, attorneys, insurers, shareholders, representatives and assigns (the “Released Parties”), from any claims you might have, whether known or unknown to you at this time, in connection with your employment or your separation from employment. This release includes any claims you might have under applicable state, federal, or local law dealing with employment, contract, wage and hour, tort, or civil rights matters including, but not limited to, applicable state civil rights or wage payment laws, the Employee Retirement Income Security Act (ERISA), Title VII of the Civil Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 U.S.C. §§ 1981-1988), the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers' Benefit Protection Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, sections 503 and 504 of the Vocational Rehabilitation Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, Executive Order 11246, and Washington employment statutes, all as amended, and any regulations under such laws.
---	---

Final Pay. Your final pay under the Executive Employment Agreement will be paid in a lump sum in accordance with the Company’s regularly scheduled payroll cycle following the Effective Date of this Supplemental Release and Waiver, but no earlier than the revocation period outlined in section 3 below.

Supplemental Release and Waiver. In consideration for these separation benefits and those provided in the Executive Employment Agreement, and to the fullest extent permitted under applicable law, you release the Company, including, without limitation, all of the Company’s related corporations, affiliates, parents, subsidiaries, joint ventures, and current and former directors, officers, employees, agents, attorneys, insurers, shareholders, representatives and assigns (the “Released Parties”), from any claims you might have, whether known or unknown to you at this time, in connection with your employment or your separation from employment. This release includes any claims you might have under applicable state, federal, or local law dealing with employment, contract, wage and hour, tort, or civil rights matters including, but not limited to, applicable state civil rights or wage payment laws, the Employee Retirement Income Security Act (ERISA), Title VII of the Civil Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 U.S.C. §§ 1981-1988), the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers' Benefit Protection Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, sections 503 and 504 of the Vocational Rehabilitation Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, Executive Order 11246, and Washington employment statutes, all as amended, and any regulations under such laws.

---

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Older Workers Benefit Protection Act. Pursuant to the Older Workers Benefit Protection Act, you acknowledge that: (a) the Company encourages you to consult with an attorney prior to executing this Supplemental Release and Waiver; (b) you have read the release and understand the effect of your release and that you are releasing legal rights; (c) you are aware of certain rights to which you may be entitled under certain statutes and laws identified in the release; (d) you have had at least twenty-one (21) days to consider this Supplemental Release and Waiver, which ran concurrent with your continued employment pursuant to your Executive Employment Agreement; (e) you do not waive rights or claims under the federal Age Discrimination in Employment Act that may arise after the date this waiver is executed; and (f) as consideration for executing this Supplemental Release and Waiver, you have received additional benefits and compensation of value to which you would not otherwise be entitled. You may revoke your acceptance of this Supplemental Release and Waiver within seven days of your acceptance by sending a written statement to that effect addressed to the attention of Megan Kendrick, SVP of Human Resources. Unless you revoke it within those seven days, this Supplemental Release and Waiver will be effective on the eighth day after you have signed it (“Effective Date”).

Accepted ____________, 20__

__________________________

[Employee’s name]

Accepted _____________, 20__

__________________________

[Executive’s signature]

_________________________ [Printed name of Executive]

_________________________[Title]

NWPX Infrastructure, Inc.

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ex_930511.htm

Exhibit 10.5

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”), effective March 30, 2026 (the “Effective Date”), is made by and between NWPX Infrastructure, Inc. (“Employer” or the “Company”), and Aaron Wilkins (“Employee”). Employer and Employee are sometimes collectively referred to herein as the “Parties.”

RECITALS

Employer desires to continue to employ Employee as its Chief Financial Officer and Corporate Secretary (“CFO”) and to obtain assurance that Employee will continue to protect Employer’s Confidential Information (as defined in Section 7.1), including its trade secrets, and will not solicit its clients or its other employees during Employee’s term of employment and for a reasonable period of time after termination of employment pursuant to this Agreement. Employee is willing to accept continued employment as CFO on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants in this Agreement, and other good and valuable consideration, the Parties agree as follows:

1. Employment. Employer hereby employs Employee, and Employee agrees to be employed by Employer, as CFO. Employee’s duties, authorities, and responsibilities shall include those duties, authorities, and responsibilities that are customary and commensurate with the duties, authorities, and responsibilities of persons in similar capacities in similarly sized companies that are not inconsistent with Employee’s position as CFO, subject to the power and authority of Employer to expand or limit such duties, responsibilities, functions and authority.

1.1 Duties. Employee shall report to the Chief Executive Officer (the “CEO”). Employee shall devote their working time, ability, attention and efforts to perform their duties, together with such other duties as may from time-to-time be reasonably requested by Employer. Employee shall perform their duties faithfully, diligently, to Employee’s ability, and in the interest of Employer. Employee’s employment shall be governed by all written employment policies, procedures and handbooks that may be adopted by Employer and are applicable to executives employed by Employer, as the same may be modified from time to time, except to the extent those policies, procedures and handbooks are inconsistent with the terms of this Agreement, in which case this Agreement shall control. In performing their duties, Employee shall fully comply with Employer’s written material policies, any other agreements they have with Employer, and all applicable laws.

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2. Compensation.

2.1 Base Salary. Employer shall pay to Employee a base salary at an annual rate of $495,000.00, subject to withholdings and deductions as required or permitted by law (“Base Salary”), which shall be payable in accordance with Employer’s regular payroll practices. Employee’s position with Employer shall be considered exempt for the purposes of federal and state wage and hour law, and Employee shall not be eligible for overtime pay. Employee’s Base Salary will be reviewed annually by Employer’s Compensation Committee. Employer retains full discretion to determine if increase is to be provided and the amount of any increase.

3. Other Benefits.

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3.2 Paid Time Off. Employee is eligible to participate in the Company’s Executive Vacation Policy.

4. Termination. Employee’s employment and this Agreement may be terminated: (i) by Employer with or without Cause (as defined below); (ii) by Employer due to Employee’s death or Disability (as defined below); or (iii) by Employee. The party seeking to terminate employment must provide written notice of its intent to terminate consistent with this Section 4, citing the specific Section of this Agreement upon which the party is relying and the effective date of termination (“Termination Date”).

4.1 Termination by Employer for Cause. Employer shall have the right, at its option, to immediately terminate Employee’s employment and this Agreement for Cause.

(i) “Cause” means any of the following, as reasonably determined by Employer:

a) any material breach of this Agreement by Employee;

b) Employee’s refusal or repeated failure to perform, or gross negligence (defined as extreme indifference to or reckless disregard for Employee’s obligations, duties, loyalties, or responsibilities to Employer) in performing, those assigned job responsibilities which are reasonably consistent with the duties of Employee’s position including any deliberate or grossly negligent disregard of the written rules or policies of Employer;

e) the unauthorized disclosure by Employee of any Confidential Information or trade secret of Employer.

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For the purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

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For the purposes of this agreement, Good Reasons means:

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(vi) the failure of the Company to pay to Employee any portion of Employee’s compensation or compensation under any deferred compensation program of the Company;

(vii) the failure by the Company to obtain from any successor the assumption or assent to this Agreement within thirty (30) days after a Change in Control

(viii) any material breach of this Agreement by the Company; or

(ix) any purported termination by the Company of Employee’s employment which is not effected pursuant to a notice of termination as outlined in this Section 4 above.

5. Payments upon Termination.

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(ii) As Severance and in lieu of any further salary for periods subsequent to the Termination Date, within five (5) days of the later of the Termination Date or the Change in Control, the Company shall pay to Employee in a single payment an amount in cash equal to (i) the higher of (A) two (2) times Employee’s annual base salary at the rate in effect just prior to the time a Notice of Termination is given, or (B) two (2) times Employee’s annual base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control plus (ii) two (2) times the average of the cash bonuses paid to Employee during the previous three (3) years;

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(iii) For a twenty-four (24) month period after the Termination Date (specifically including a Date of termination that occurs after Shareholder Approval and prior to a Change in Control), the Company shall arrange to provide Employee and their dependents with life, accident, medical and dental insurance benefits substantially similar to those which they were receiving immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by Employee pursuant to this paragraph to the extent that a similar benefit is actually received by Employee from a subsequent employer during such period, and any such benefit actually received by Employee shall be reported to the Company;

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6. Effect of Termination.

6.1 Continuing Obligations. Whatever the circumstances of the termination may be, Employee shall continue to be bound after termination by Section 7 of this Agreement.

7. Nondisclosure.

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8. Non-Solicitation. Employee agrees and covenants during the course of their employment and for twelve (12) months after their termination not to (a) directly or indirectly, solicit, or encourage any other Person to solicit, any individual who has been employed by the Company within one (1) year prior to the date of such hiring or solicitation, or encourage any such individual to leave such employment or (b) solicit, divert, or take away, or attempt to divert or take away, the business or patronage of any of the referral sources, clients, customers, or accounts of the Employer for the purpose of selling or providing any products or services competitive with the Employer’s business. The prohibition in subsection (a) shall not prevent Employee from hiring or soliciting any employee or former employee of the Employer who responds to a general solicitation that is a public solicitation of prospective employees and not directed specifically to any employee.

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9. Remedies. Notwithstanding other provisions of this Agreement regarding dispute resolution, Employee agrees that Employee’s material violation of Sections 7 and/or 8 of this Agreement would cause Employer irreparable harm which would not be adequately compensated by monetary damages and that an injunction may be granted by any court or courts having jurisdiction, restraining Employee from violation of the terms of this Agreement, upon any breach or threatened breach by Employee of the obligations set forth in Section 7. The preceding sentence shall not be construed to limit Employer from any other relief or damages to which it may be entitled as a result of Employee’s breach of any provision of this Agreement, including Section 8. For the purposes of any suit, action, or proceeding involving a right to injunctive relief, the Parties hereby submit to the jurisdiction of the federal and state courts in the state of Washington, and the Parties further agree that such courts shall have exclusive jurisdiction over any suit, action, or proceeding involving a right to injunctive relief.

10. Governing Law; Agreement to Arbitrate. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the state of Washington, without giving effect to any choice of law or conflict of law rules or provisions. In the event it becomes necessary, unless otherwise prohibited by law or as otherwise provided in Section 9, any action to enforce this Agreement shall be settled by binding arbitration conducted by a single neutral arbitrator and shall be held pursuant to the American Arbitration Association’s Employment Arbitration Rules. Arbitration shall be held in the state of Washington or such other location as shall be mutually agreed upon by the Parties. The arbitrator may award injunctive relief or any other remedy that would have been available in court. All statutes of limitations that would apply in court shall apply in the arbitration. Questions about whether a dispute must be arbitrated shall be determined by the arbitrator. In the event that it is necessary for either party or its authorized representative, successor, or assign to institute an action to enforce this Agreement, the prevailing party in such proceeding shall be entitled to reimbursement for its reasonable costs and attorneys’ fees incurred, except as otherwise expressly provided above. The arbitration opinion and award shall be final and binding and be enforceable by any court having jurisdiction.

11. Representation of Employee. Employee represents and warrants to Employer that Employee is free to enter into this Agreement and has no contract, commitment, arrangement or understanding to or with any party that restrains or is in conflict with Employee’s performance of the covenants, services and duties provided for in this Agreement.

12. Notices. Any notice required or permitted to be given hereunder shall be sufficient if in writing, by registered or certified mail, to Employee at their last known address provided to Employer. Notice shall be deemed to have been given on the third day after deposit into the mail. Notices may also be hand-delivered, in which case, notice is effective upon delivery. Notices to Employer shall be made to the attention of the Senior Vice President of Human Resources at 201 NE Park Plaza Drive #100 Vancouver, WA 98684.

13. Severability. In the event that a court of law determines that this Agreement contains provisions that are unenforceable in whole or in part, then such provisions shall be deemed to be amended to the minimum extent necessary for such court of law to determine that the provisions are enforceable. If, for any reason, a section or portion of this Agreement is held by a court to be invalid or unenforceable, Employee and Employer acknowledge and agree the holding shall not affect the validity or enforceability of any other provision, and that all remaining provisions of this Agreement shall remain binding and enforceable.

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14. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as a waiver of any subsequent breach; nor will any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.

15. 409A Compliance. The Parties intend that payments or benefits payable under this Agreement shall comply with or satisfy an exemption from Section 409A of the Code (“Section 409A”), and the provisions of this Agreement shall be construed and administered in accordance with such intent. Accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with or satisfy one (1) or more applicable exemptions from Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any nonqualified deferred compensation (which is otherwise not exempt from Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. For purposes of Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

16. Counterparts; Delivery. This Agreement may be executed in counterparts in different places, at different times and on different dates, and in that case, all executed counterparts taken together collectively constitute a single binding agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

17. Indemnification; Directors’ and Officers’ Liability Insurance.

Page 13of 18

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(i) The provisions of this Section 17 shall survive the termination of this Agreement and Employee’s employment with Employer. ****

[remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the Parties have duly signed and delivered this Agreement as of the date indicated below.

NWPX INFRASTRUCTURE, INC
	/s/ Scott Montross	Date:	March 12, 2026
By:	Scott Montross
Title:	President and CEO
Aaron Wilkins
	/s/ Aaron Wilkins	Date:	March 12, 2026

EXHIBIT A

SUPPLEMENTAL RELEASE AND WAIVER

Pursuant to the terms of the Executive Employment Agreement between NWPX Infrastructure, Inc. (“the Company”) and [NAME], effective [DATE], the parties agree as follows:

1.	Final Pay. Your final pay under the Executive Employment Agreement will be paid in a lump sum in accordance with the Company’s regularly scheduled payroll cycle following the Effective Date of this Supplemental Release and Waiver, but no earlier than the revocation period outlined in section 3 below.
2.	Supplemental Release and Waiver. In consideration for these separation benefits and those provided in the Executive Employment Agreement, and to the fullest extent permitted under applicable law, you release the Company, including, without limitation, all of the Company’s related corporations, affiliates, parents, subsidiaries, joint ventures, and current and former directors, officers, employees, agents, attorneys, insurers, shareholders, representatives and assigns (the “Released Parties”), from any claims you might have, whether known or unknown to you at this time, in connection with your employment or your separation from employment. This release includes any claims you might have under applicable state, federal, or local law dealing with employment, contract, wage and hour, tort, or civil rights matters including, but not limited to, applicable state civil rights or wage payment laws, the Employee Retirement Income Security Act (ERISA), Title VII of the Civil Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 U.S.C. §§ 1981-1988), the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers' Benefit Protection Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, sections 503 and 504 of the Vocational Rehabilitation Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, Executive Order 11246, and Washington employment statutes, all as amended, and any regulations under such laws.
---	---

---

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Older Workers Benefit Protection Act. Pursuant to the Older Workers Benefit Protection Act, you acknowledge that: (a) the Company encourages you to consult with an attorney prior to executing this Supplemental Release and Waiver; (b) you have read the release and understand the effect of your release and that you are releasing legal rights; (c) you are aware of certain rights to which you may be entitled under certain statutes and laws identified in the release; (d) you have had at least twenty-one (21) days to consider this Supplemental Release and Waiver, which ran concurrent with your continued employment pursuant to your Executive Employment Agreement; (e) you do not waive rights or claims under the federal Age Discrimination in Employment Act that may arise after the date this waiver is executed; and (f) as consideration for executing this Supplemental Release and Waiver, you have received additional benefits and compensation of value to which you would not otherwise be entitled. You may revoke your acceptance of this Supplemental Release and Waiver within seven days of your acceptance by sending a written statement to that effect addressed to the attention of Megan Kendrick, SVP of Human Resources. Unless you revoke it within those seven days, this Supplemental Release and Waiver will be effective on the eighth day after you have signed it (“Effective Date”).

Accepted ____________, 20__

__________________________

[Employee’s name]

Accepted _____________, 20__

__________________________

[Executive’s signature]

_________________________ [Printed name of Executive]

_________________________[Title]

NWPX Infrastructure, Inc.

Page 18of 18

ex_930512.htm

Exhibit 10.6

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”), effective March 30, 2026 (the “Effective Date”), is made by and between NWPX Infrastructure, Inc. (“Employer” or the “Company”), and Michael Wray (“Employee”). Employer and Employee are sometimes collectively referred to herein as the “Parties.”

RECITALS

Employer desires to continue to employ Employee as its Executive Vice President (“EVP”) and to obtain assurance that Employee will continue to protect Employer’s Confidential Information (as defined in Section 7.1), including its trade secrets, and will not solicit its clients or its other employees during Employee’s term of employment and for a reasonable period of time after termination of employment pursuant to this Agreement. Employee is willing to accept continued employment as EVP on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants in this Agreement, and other good and valuable consideration, the Parties agree as follows:

1. Employment. Employer hereby employs Employee, and Employee agrees to be employed by Employer, as EVP. Employee’s duties, authorities, and responsibilities shall include those duties, authorities, and responsibilities that are customary and commensurate with the duties, authorities, and responsibilities of persons in similar capacities in similarly sized companies that are not inconsistent with Employee’s position as EVP, subject to the power and authority of Employer to expand or limit such duties, responsibilities, functions and authority.

Page 1 of 18

2. Compensation.

2.1 Base Salary. Employer shall pay to Employee a base salary at an annual rate of $450,000.00, subject to withholdings and deductions as required or permitted by law (“Base Salary”), which shall be payable in accordance with Employer’s regular payroll practices. Employee’s position with Employer shall be considered exempt for the purposes of federal and state wage and hour law, and Employee shall not be eligible for overtime pay. Employee’s Base Salary will be reviewed annually by Employer’s Compensation Committee. Employer retains full discretion to determine if increase is to be provided and the amount of any increase.

3. Other Benefits.

3.2 Paid Time Off. Employee is eligible to participate in the Company’s Executive Vacation Policy.

Page 2 of 18

4.1 Termination by Employer for Cause. Employer shall have the right, at its option, to immediately terminate Employee’s employment and this Agreement for Cause.

(i) “Cause” means any of the following, as reasonably determined by Employer:

a) any material breach of this Agreement by Employee;

b) Employee’s refusal or repeated failure to perform, or gross negligence (defined as extreme indifference to or reckless disregard for Employee’s obligations, duties, loyalties, or responsibilities to Employer) in performing, those assigned job responsibilities which are reasonably consistent with the duties of Employee’s position including any deliberate or grossly negligent disregard of the written rules or policies of Employer;

e) the unauthorized disclosure by Employee of any Confidential Information or trade secret of Employer.

Page 3 of 18

For the purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(i)**** the date any one person, or more than one person acting as a group, acquires, whether by merger, consolidation or otherwise, ownership of the capital stock of Employer that constitutes more than fifty percent (50%) of the total voting power of the outstanding capital stock of Employer;

Page 4 of 18

(ii)****the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions;

(iii)****the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company; or

(iv)****the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election

Page 5 of 18

For the purposes of this agreement, Good Reasons means:

Page 6 of 18

(vi) the failure of the Company to pay to Employee any portion of Employee’s compensation or compensation under any deferred compensation program of the Company;

(vii) the failure by the Company to obtain from any successor the assumption or assent to this Agreement within thirty (30) days after a Change in Control

(viii) any material breach of this Agreement by the Company; or

(ix) any purported termination by the Company of Employee’s employment which is not effected pursuant to a notice of termination as outlined in this Section 4 above.

5. Payments upon Termination.

Page 7 of 18

(ii) As Severance and in lieu of any further salary for periods subsequent to the Termination Date, within five (5) days of the later of the Termination Date or the Change in Control, the Company shall pay to Employee in a single payment an amount in cash equal to (i) the higher of (A) two (2) times Employee’s annual base salary at the rate in effect just prior to the time a Notice of Termination is given, or (B) two (2) times Employee’s annual base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control plus (ii) two (2) times the average of the cash bonuses paid to Employee during the previous three (3) years;

Page 8 of 18

Page 9 of 18

6. Effect of Termination.

6.1 Continuing Obligations. Whatever the circumstances of the termination may be, Employee shall continue to be bound after termination by Section 7 of this Agreement.

7. Nondisclosure.

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Page 11 of 18

Page 12 of 18

17. Indemnification; Directors’ and Officers’ Liability Insurance.

Page 13 of 18

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(i) The provisions of this Section 17 shall survive the termination of this Agreement and Employee’s employment with Employer. ****

[remainder of page intentionally left blank; signature page follows]

Page 15 of 18

IN WITNESS WHEREOF, the Parties have duly signed and delivered this Agreement as of the date indicated below.

NWPX INFRASTRUCTURE, INC
	/s/ Scott Montross	Date:	March 12, 2026
By:	Scott Montross
Title:	President and CEO
Michael Wray
	/s/ Michael Wray	Date:	March 12, 2026

EXHIBIT A

SUPPLEMENTAL RELEASE AND WAIVER

Pursuant to the terms of the Executive Employment Agreement between NWPX Infrastructure, Inc. (“the Company”) and [NAME], effective [DATE], the parties agree as follows:

1.	Final Pay. Your final pay under the Executive Employment Agreement will be paid in a lump sum in accordance with the Company’s regularly scheduled payroll cycle following the Effective Date of this Supplemental Release and Waiver, but no earlier than the revocation period outlined in section 3 below.
2.	Supplemental Release and Waiver. In consideration for these separation benefits and those provided in the Executive Employment Agreement, and to the fullest extent permitted under applicable law, you release the Company, including, without limitation, all of the Company’s related corporations, affiliates, parents, subsidiaries, joint ventures, and current and former directors, officers, employees, agents, attorneys, insurers, shareholders, representatives and assigns (the “Released Parties”), from any claims you might have, whether known or unknown to you at this time, in connection with your employment or your separation from employment. This release includes any claims you might have under applicable state, federal, or local law dealing with employment, contract, wage and hour, tort, or civil rights matters including, but not limited to, applicable state civil rights or wage payment laws, the Employee Retirement Income Security Act (ERISA), Title VII of the Civil Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 U.S.C. §§ 1981-1988), the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers' Benefit Protection Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, sections 503 and 504 of the Vocational Rehabilitation Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, Executive Order 11246, and Washington employment statutes, all as amended, and any regulations under such laws.
---	---

---

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Older Workers Benefit Protection Act. Pursuant to the Older Workers Benefit Protection Act, you acknowledge that: (a) the Company encourages you to consult with an attorney prior to executing this Supplemental Release and Waiver; (b) you have read the release and understand the effect of your release and that you are releasing legal rights; (c) you are aware of certain rights to which you may be entitled under certain statutes and laws identified in the release; (d) you have had at least twenty-one (21) days to consider this Supplemental Release and Waiver, which ran concurrent with your continued employment pursuant to your Executive Employment Agreement; (e) you do not waive rights or claims under the federal Age Discrimination in Employment Act that may arise after the date this waiver is executed; and (f) as consideration for executing this Supplemental Release and Waiver, you have received additional benefits and compensation of value to which you would not otherwise be entitled. You may revoke your acceptance of this Supplemental Release and Waiver within seven days of your acceptance by sending a written statement to that effect addressed to the attention of Megan Kendrick, SVP of Human Resources. Unless you revoke it within those seven days, this Supplemental Release and Waiver will be effective on the eighth day after you have signed it (“Effective Date”).

Accepted ____________, 20__

__________________________

[Employee’s name]

Accepted _____________, 20__

__________________________

[Executive’s signature]

_________________________ [Printed name of Executive]

_________________________[Title]

NWPX Infrastructure, Inc.

Page 18 of 18

ex_930513.htm

Exhibit 10.7

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”), effective March 30, 2026 (the “Effective Date”), is made by and between NWPX Infrastructure, Inc. (“Employer” or the “Company”), and Eric Stokes (“Employee”). Employer and Employee are sometimes collectively referred to herein as the “Parties.”

RECITALS

Employer desires to continue to employ Employee as its Senior Vice President and Group President of Water Transmission Systems (“SVP”) and to obtain assurance that Employee will continue to protect Employer’s Confidential Information (as defined in Section 7.1), including its trade secrets, and will not solicit its clients or its other employees during Employee’s term of employment and for a reasonable period of time after termination of employment pursuant to this Agreement. Employee is willing to accept continued employment as SVP on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants in this Agreement, and other good and valuable consideration, the Parties agree as follows:

1. Employment. Employer hereby employs Employee, and Employee agrees to be employed by Employer, as SVP. Employee’s duties, authorities, and responsibilities shall include those duties, authorities, and responsibilities that are customary and commensurate with the duties, authorities, and responsibilities of persons in similar capacities in similarly sized companies that are not inconsistent with Employee’s position as SVP, subject to the power and authority of Employer to expand or limit such duties, responsibilities, functions and authority.

1.1 Duties. Employee shall report to the Executive Vice President (the “EVP”). Employee shall devote their working time, ability, attention and efforts to perform their duties, together with such other duties as may from time-to-time be reasonably requested by Employer. Employee shall perform their duties faithfully, diligently, to Employee’s ability, and in the interest of Employer. Employee’s employment shall be governed by all written employment policies, procedures and handbooks that may be adopted by Employer and are applicable to executives employed by Employer, as the same may be modified from time to time, except to the extent those policies, procedures and handbooks are inconsistent with the terms of this Agreement, in which case this Agreement shall control. In performing their duties, Employee shall fully comply with Employer’s written material policies, any other agreements they have with Employer, and all applicable laws.

Page 1of 18

2. Compensation.

2.1 Base Salary. Employer shall pay to Employee a base salary at an annual rate of $410,000.00, subject to withholdings and deductions as required or permitted by law (“Base Salary”), which shall be payable in accordance with Employer’s regular payroll practices. Employee’s position with Employer shall be considered exempt for the purposes of federal and state wage and hour law, and Employee shall not be eligible for overtime pay. Employee’s Base Salary will be reviewed annually by Employer’s Compensation Committee. Employer retains full discretion to determine if increase is to be provided and the amount of any increase.

3. Other Benefits.

Page 2of 18

3.2 Paid Time Off. Employee is eligible to participate in the Company’s Executive Vacation Policy.

4.1 Termination by Employer for Cause. Employer shall have the right, at its option, to immediately terminate Employee’s employment and this Agreement for Cause.

(i) “Cause” means any of the following, as reasonably determined by Employer:

a) any material breach of this Agreement by Employee;

b) Employee’s refusal or repeated failure to perform, or gross negligence (defined as extreme indifference to or reckless disregard for Employee’s obligations, duties, loyalties, or responsibilities to Employer) in performing, those assigned job responsibilities which are reasonably consistent with the duties of Employee’s position including any deliberate or grossly negligent disregard of the written rules or policies of Employer;

e) the unauthorized disclosure by Employee of any Confidential Information or trade secret of Employer.

Page 3of 18

For the purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

Page 4of 18

Page 5of 18

For the purposes of this agreement, Good Reasons means:

Page 6of 18

(vi) the failure of the Company to pay to Employee any portion of Employee’s compensation or compensation under any deferred compensation program of the Company;

(vii) the failure by the Company to obtain from any successor the assumption or assent to this Agreement within thirty (30) days after a Change in Control

(viii) any material breach of this Agreement by the Company; or

(ix) any purported termination by the Company of Employee’s employment which is not effected pursuant to a notice of termination as outlined in this Section 4 above.

5. Payments upon Termination.

Page 7of 18

(ii) As Severance and in lieu of any further salary for periods subsequent to the Termination Date, within five (5) days of the later of the Termination Date or the Change in Control, the Company shall pay to Employee in a single payment an amount in cash equal to (i) the higher of (A) one (1) times Employee’s annual base salary at the rate in effect just prior to the time a Notice of Termination is given, or (B) one (1) times Employee’s annual base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control plus (ii) one (1) times the average of the cash bonuses paid to Employee during the previous three (3) years;

Page 8of 18

(iii) For a twelve (12) month period after the Termination Date (specifically including a Date of termination that occurs after Shareholder Approval and prior to a Change in Control), the Company shall arrange to provide Employee and their dependents with life, accident, medical and dental insurance benefits substantially similar to those which they were receiving immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by Employee pursuant to this paragraph to the extent that a similar benefit is actually received by Employee from a subsequent employer during such period, and any such benefit actually received by Employee shall be reported to the Company;

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6. Effect of Termination.

6.1 Continuing Obligations. Whatever the circumstances of the termination may be, Employee shall continue to be bound after termination by Section 7 of this Agreement.

7. Nondisclosure.

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Page 11of 18

Page 12of 18

17. Indemnification; Directors’ and Officers’ Liability Insurance.

Page 13of 18

Page 14of 18

(i) The provisions of this Section 17 shall survive the termination of this Agreement and Employee’s employment with Employer. ****

[remainder of page intentionally left blank; signature page follows]

Page 15of 18

IN WITNESS WHEREOF, the Parties have duly signed and delivered this Agreement as of the date indicated below.

NWPX INFRASTRUCTURE, INC
	/s/ Scott Montross	Date:	March 12, 2026
By:	Scott Montross
Title:	President and CEO
Eric Stokes
	/s/ Eric Stokes	Date:	March 12, 2026

EXHIBIT A

SUPPLEMENTAL RELEASE AND WAIVER

Pursuant to the terms of the Executive Employment Agreement between NWPX Infrastructure, Inc. (“the Company”) and [NAME], effective [DATE], the parties agree as follows:

1.	Final Pay. Your final pay under the Executive Employment Agreement will be paid in a lump sum in accordance with the Company’s regularly scheduled payroll cycle following the Effective Date of this Supplemental Release and Waiver, but no earlier than the revocation period outlined in section 3 below.
2.	Supplemental Release and Waiver. In consideration for these separation benefits and those provided in the Executive Employment Agreement, and to the fullest extent permitted under applicable law, you release the Company, including, without limitation, all of the Company’s related corporations, affiliates, parents, subsidiaries, joint ventures, and current and former directors, officers, employees, agents, attorneys, insurers, shareholders, representatives and assigns (the “Released Parties”), from any claims you might have, whether known or unknown to you at this time, in connection with your employment or your separation from employment. This release includes any claims you might have under applicable state, federal, or local law dealing with employment, contract, wage and hour, tort, or civil rights matters including, but not limited to, applicable state civil rights or wage payment laws, the Employee Retirement Income Security Act (ERISA), Title VII of the Civil Rights Act of 1964, the Post-Civil War Civil Rights Acts (42 U.S.C. §§ 1981-1988), the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers' Benefit Protection Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, sections 503 and 504 of the Vocational Rehabilitation Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, Executive Order 11246, and Washington employment statutes, all as amended, and any regulations under such laws.
---	---

---

Page 17 of 18

Older Workers Benefit Protection Act. Pursuant to the Older Workers Benefit Protection Act, you acknowledge that: (a) the Company encourages you to consult with an attorney prior to executing this Supplemental Release and Waiver; (b) you have read the release and understand the effect of your release and that you are releasing legal rights; (c) you are aware of certain rights to which you may be entitled under certain statutes and laws identified in the release; (d) you have had at least twenty-one (21) days to consider this Supplemental Release and Waiver, which ran concurrent with your continued employment pursuant to your Executive Employment Agreement; (e) you do not waive rights or claims under the federal Age Discrimination in Employment Act that may arise after the date this waiver is executed; and (f) as consideration for executing this Supplemental Release and Waiver, you have received additional benefits and compensation of value to which you would not otherwise be entitled. You may revoke your acceptance of this Supplemental Release and Waiver within seven days of your acceptance by sending a written statement to that effect addressed to the attention of Megan Kendrick, SVP of Human Resources. Unless you revoke it within those seven days, this Supplemental Release and Waiver will be effective on the eighth day after you have signed it (“Effective Date”).

Accepted ____________, 20__

__________________________

[Employee’s name]

Accepted _____________, 20__

__________________________

[Executive’s signature]

_________________________ [Printed name of Executive]

_________________________[Title]

NWPX Infrastructure, Inc.

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