2003 Stock Incentive Plan - Non-Employees



 







EXHIBIT 10.4




MASTEC, INC.




2003 STOCK INCENTIVE PLAN FOR NON-EMPLOYEES

(As amended and restated effective as of January 1, 2006)




 









 








MASTEC, INC




2003 STOCK INCENTIVE PLAN FOR NON-EMPLOYEES

(As amended and restated effective as of January 1, 2006)




SECTION 1




PURPOSE




     1.1 Purpose. The purpose of this Plan is to further the growth and development of the Company
by encouraging Directors who are not employees and Advisors to the Company to obtain a proprietary
interest in the Company by owning its stock. The Company intends that the Plan will provide such
persons with an added incentive to continue to serve as Directors and Advisors and will stimulate
their efforts in promoting the growth, efficiency and profitability of the Company. The Company
also intends that the Plan will afford the Company a means of attracting persons of outstanding
quality to service on the Board and on the boards of directors of Related Companies.



     1.2 Awards Available Under the Plan. The Plan permits grants of nonqualified stock options
(“NQSOs”) and Restricted Stock. NQSOs are options that do not qualify as “incentive stock options”
under Code Section 422 and are subject to taxation under Code § 83.



     1.3 Effective Date and Term of the Plan. The Board of Directors of the Company originally
adopted the Plan on April 21, 2003, to become effective as of May 30, 2003 (the “Original Effective
Date”). The Board of Directors adopted this amendment and restatement of the Plan on October 16,
2003 (the “Effective Date”), contingent upon the approval of the shareholders of the Company at the
December 10, 2003 special shareholders meeting. The Board of Directors amended and restated the
Plan on March 31, 2006, effective as of January 1, 2006, to read as set forth herein. Unless
earlier terminated by the Company, the Plan shall remain in effect until the tenth anniversary of
the Original Effective Date or May 30, 2013. Notwithstanding its termination, the Plan shall
remain in effect with respect to Options as long as any Options are outstanding.



     1.4 Operation, Administration and Definitions. The operation and administration of the Plan
are subject to the provisions of this plan document. Capitalized terms used in the Plan are
defined in Section 2 below or may be defined within the Plan.



     1.5 Legal Compliance. The Plan is intended to comply with the requirements for exemption of
stock options under the provisions of Rule 16b-3 under the 1934 Act.



 









 






SECTION 2




DEFINITIONS




     The following words and phrases as used in this Plan shall have the meanings set forth in this
Section unless a different meaning is clearly required by the context:



2.1 “1933 Act” shall mean the Securities Act of 1933, as amended.




2.2 “1934 Act” shall mean the Securities Exchange Act of 1934, as amended.




     2.3 “Advisor” shall mean any individual who serves as an advisor or consultant to the Company
or a Related Company under a relationship other than that of a common law employee of the Company
or a Related Company (including but not limited to independent contractors).



     2.4 “Agreement” means an Option Agreement, an SAR Agreement, or a Restricted Stock Agreement,
as those terms have been defined under this Plan.



     2.5 “Beneficiary” shall mean, with respect to a Participant:



          (a) Designation of Beneficiary. A Participant’s Beneficiary shall be the individual who is
last designated in writing by the Participant as such Participant’s Beneficiary under an Option
Agreement or Restricted Stock Agreement. A Participant shall designate his or her Beneficiary in
writing on his or her Option Agreement or Restricted Stock Agreement. Any subsequent modification
of the Participant’s Beneficiary shall be in a written executed letter addressed to the Company and
shall be effective when it is received and accepted by the Committee, determined in the Committee’s
sole discretion.




          (b) Designation of Multiple Beneficiaries. A Participant may not designate more than one
individual as a Beneficiary. To the extent that a designation purports to designate more than one
individual as a Beneficiary, the designation shall be null and void.




          (c) No Designated Beneficiary. If, at any time, no Beneficiary has been validly designated by
a Participant, or the Beneficiary designated by the Participant is no longer living at the time of
the Participant’s death, then the Participant’s Beneficiary shall be deemed to be the Participant’s
estate, and only the executor or administrator (or a trustee designated by the executor) of the
estate shall be permitted to exercise the Option or receive the award of Restricted Stock.




     2.6 “Board” shall mean the Board of Directors of Mastec, Inc.



     2.7 “Change of Control” shall mean the date of:



          (a) Acquisition By Person of Substantial Percentage. The acquisition by a Person (including
“affiliates” and “associates” of such Person, but excluding the Company, any “parent” or
“subsidiary” of the Company, or any employee benefit plan of the Company or of any “parent” or
“subsidiary” of the Company) of a sufficient number of shares of the Common

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Stock, or securities convertible into the Common Stock, and whether through direct acquisition
of shares or by merger, consolidation, share exchange, reclassification of securities or
recapitalization of or involving the Company or any “parent” or “subsidiary” of the Company, to
constitute the Person the actual or beneficial owner of 51% or more of the Common Stock, but only
if such acquisition occurs without approval or ratification by a majority of the members of the
Board;




          (b) Disposition of Assets. Any sale, lease, transfer, exchange, mortgage, pledge or other
disposition, in one transaction or a series of transactions, of all or substantially all of the
assets of the Company to a Person described in subsection (a) above, but only if such transaction
occurs without approval or ratification by a majority of the members of the Board; or




          (c) Substantial Change of Board Members. During any fiscal year of the Company, individuals
who at the beginning of such year constitute the Board cease for any reason to constitute at least
a majority thereof, unless the election of each director who was not a director at the beginning of
such period has been approved in advance by a majority of the directors in office at the beginning
of the fiscal year.




     For purposes of this Section, the terms “affiliate,” “associate,” “parent” and “subsidiary”
shall have the respective meanings ascribed to such terms in Rule 12b-2 under Section 12 of the
1934 Act.



     2.8 “Code” shall mean the Internal Revenue Code of 1986, as amended. A reference to a section
of the Code shall include all regulations, rulings and other authority issued thereunder.



     2.9 “Committee” shall mean the Compensation Committee as appointed by the Board from time to
time. The Committee shall be responsible for administering and interpreting the Plan in accordance
with Section 3 below.



     2.10 “Common Stock” shall mean the par value $0.10 common stock of the Company.



     2.11 “Company” shall mean Mastec, Inc.



     2.12 “Director” shall mean an individual who (i) is serving as a member of the Board and (ii)
is not and never has been either an officer or common law employee of the Company or a Related
Company. For purposes of the Plan, a “common law employee” is an individual whose wages are
subject to withholding of federal income taxes under Code Section 3401, and an “officer” is an
individual elected or appointed by the Board or chosen in such other manner as may be prescribed in
the bylaws of the Company to serve as such.



     2.13 “Effective Date” shall mean October 16, 2003, subject to shareholder approval.



     2.14 “Exercise Price” shall mean the purchase price of the shares of Common Stock underlying
an Option.



     2.15 “Fair Market Value” of the Common Stock as of a date of determination shall mean the
following:



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          (a) Stock Listed and Shares Traded. If the Common Stock is listed and traded on a national
securities exchange (as such term is defined by the 1934 Act) or on the NASDAQ National Market
System on the date of determination, the Fair Market Value per share shall be the last sale price
of a share of the Common Stock on the applicable national securities exchange or National Market
System on the date of determination at the close of trading on such date. If the Common Stock is
traded in the over-the-counter market, the Fair Market Value per share shall be the average of the
closing bid and asked prices on the date of determination.




          (b) Stock Listed But No Shares Traded. If the Common Stock is listed on a national securities
exchange or on the National Market System but no shares of the Common Stock are traded on the date
of determination but there were shares traded on dates within a reasonable period before the date
of determination, the Fair Market Value shall be the last sale price of the Common Stock on the
most recent trade date before the date of determination at the close of trading on such date. If
the Common Stock is regularly traded in the over-the-counter market but no shares of the Common
Stock are traded on the date of determination (or if records of such trades are unavailable or
burdensome to obtain) but there were shares traded on dates within a reasonable period before the
date of determination, the Fair Market Value shall be the average of the closing bid and asked
prices of the Common Stock on the most recent date before the date of determination.




          (c) Stock Not Listed. If the Common Stock is not listed on a national securities exchange or
on the National Market System and is not regularly traded in the over-the-counter market, then the
Committee shall determine the Fair Market Value of the Common Stock from all relevant available
facts, which may include the average of the closing bid and ask prices reflected in the
over-the-counter market on a date within a reasonable period either before or after the date of
determination or opinions of independent experts as to value and may take into account any recent
sales and purchases of such Common Stock to the extent they are representative.




     The Committee’s determination of Fair Market Value, which shall be made pursuant to the
foregoing provisions, shall be final and binding for all purposes of this Plan.



     2.16 “Grant Price” means the Fair Market Value of the shares of Common Stock underlying a SAR
on the date on which the SAR is awarded.



     2.17 “NQSO” shall mean a nonqualified stock option to purchase shares of the Common Stock,
which is an option to which Code § 422 (relating to certain incentive stock options) does not
apply.



     2.18 “Option” shall mean a NQSO granted to a Participant pursuant to the terms and provisions
of this Plan.



     2.19 “Option Agreement” shall mean a written agreement, executed and dated by the Company and
an Optionee, evidencing an Option granted under the terms and provisions of this Plan, setting
forth the terms and conditions of such Option, and specifying the name of the Optionee, the number
of shares of stock subject to such Option and other terms and conditions of the Option.



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     2.20 “Optionee” shall mean any nonemployee Director or Advisor who is granted an Option
pursuant to the terms and provisions of this Plan.



     2.21 “Original Effective Date” shall mean May 30, 2003.



     2.22 “Participant” means an Optionee or Recipient.



     2.23 “Person” shall mean any individual, organization, corporation, partnership or other
entity.



     2.24 “Plan” shall mean this Mastec, Inc. 2003 Stock Incentive Plan For Non-Employees.



     2.25 “Recipient” means a Director or Advisor who is awarded Restricted Stock or SARs.



     2.26 “Related Company” means any member within the Company’s controlled group of corporations,
as that term is defined in Code § 1563(a), in addition to any partnerships, joint ventures, limited
liability companies, limited liability partnerships or other entities in which the Company owns
more than a 50 percent interest.



     2.27 “Restricted Stock” means an award of Common Stock subject to restrictions as provided in
Section 7 of the Plan, subject to such conditions, restrictions and contingencies as the Committee
determines, including the satisfaction of specified performance measures and/or forfeiture
provisions.



     2.28 “Restricted Stock Agreement” means a written agreement signed and dated by the Committee
(or its designee) and a Recipient that specifies the terms and conditions of a grant of Restricted
Stock.



     2.29 “SAR” or “Stock Appreciation Right” means a right granted to a Recipient under Section IX
hereof.



     2.30 “SAR Agreement” means a written agreement signed and dated by the Committee (or its
designee) and a Recipient that specifies the terms and conditions of an SAR.



SECTION 3




ADMINISTRATION




     3.1 General Administration. The Plan shall be administered and interpreted by the Committee
(as designated pursuant to Section 3.2). Subject to the express provisions of the Plan, the
Committee shall have authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the terms and provisions of the Option Agreements by
which Options shall be evidenced and the Restricted Stock Agreements (neither of which shall be
inconsistent with the terms of the Plan), and to make all other determinations



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necessary or advisable for the administration of the Plan, all of which determinations shall
be final, binding and conclusive.




     3.2 Appointment. The Board shall appoint the Committee from among its members to serve at the
pleasure of the Board. The Board from time to time may remove members from, or add members to, the
Committee and shall fill all vacancies thereon. The Committee at all times shall be composed of
two or more non-employee directors who shall meet the following requirements. During the period
any director is serving on the Committee, he shall not (i) be an officer of the Company or a parent
or subsidiary of the Company, or otherwise currently employed by the Company or a parent or
subsidiary of the Company; (ii) receive compensation, either directly or indirectly, from the
Company or a parent or subsidiary of the Company for services rendered as a consultant or in any
capacity other than as a director, except for an amount that does not exceed the dollar amount for
which disclosure would be required pursuant to Rule 404(a) of the 1934 Act; (iii) possess an
interest in any other transaction for which disclosure would be required pursuant to Rule 404(a);
and (iv) be engaged in a business relationship for which disclosure would be required pursuant to
Rule 404(b). The requirements of this subsection are intended to comply with Rule 16b-3 under
Section 16 of the 1934 Act or any successor rule or regulation, and shall be interpreted and
construed in a manner which assures compliance with said Rule. To the extent said Rule 16b-3 is
modified to reduce or increase the restrictions on who may serve on the Committee, the Plan shall
be deemed modified in a similar manner.



     3.3 Organization. The Committee shall hold its meetings at such times and at such places as
it shall deem advisable. A majority of the Committee shall constitute a quorum, and such majority
shall determine its actions. The Committee shall keep minutes of its proceedings and shall report
the same to the Board at the meeting next succeeding.



     3.4 Powers of Committee. Except for the formula grant provisions of Section 5.2 of the Plan,
the Committee shall decide to whom and when (i) to grant an Option and the number of shares of
Common Stock covered by the Option; or (ii) to award shares of Restricted Stock and the numbers of
shares to be so awarded. The Committee may, with the consent of the Participant entitled to
exercise any outstanding Option or the holder of any shares of Restricted Stock, amend an Option or
an award of Restricted Stock in any manner consistent with the provisions of this Plan that it may
deem advisable, including accelerating the vesting schedule upon a Participant’s termination of
services, whether as a Director or Advisor, to the Company. In making decisions, the Committee may
take into account the nature of services rendered by the individual, the individual’s present and
potential contribution to the success of the Company and the Related Companies and such other
factors as the Committee, in its sole discretion, deems relevant.



          (a) The Committee shall interpret the Plan, establish and rescind any rules and regulations
relating to the Plan, decide the terms and provisions of any Option Agreements or Restricted Stock
Agreements made under the Plan, and determine how to administer the Plan. The Committee also shall
decide administrative methods for the exercise of Options and the awards of Restricted Stock. Each
Committee decision shall be final, conclusive and binding on all parties.




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          (b) The Committee shall act by a majority of its then members, at a meeting of the Committee
or by unanimous written consent. The Committee shall keep adequate records concerning the Plan and
the Committee’s proceedings and acts in such form and detail as the Committee may decide.




     3.5 Indemnification. In addition to such other rights of indemnification as they have as
directors or as members of the Committee, the members of the Committee (and any designees of the
Committee as permitted under this Section 3), to the extent permitted by applicable law, shall be
indemnified by the Company against reasonable expenses (including, without limitation, attorneys’
fees) actually and necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan or any Options granted
hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is
approved to the extent required by and in the manner provided by the articles or certificate of
incorporation or the bylaws of the Company relating to indemnification of directors) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to
matters as to which it shall be adjudged in such action, suit or proceeding that such Committee
member or members did not act in good faith and in a manner he or they reasonably believed to be in
or not opposed to the best interest of the Company.



SECTION 4




SHARES SUBJECT TO PLAN




     4.1 Stock Subject to Plan. The Common Stock subject to Options, awards of Restricted
Stock and other provisions of the Plan shall consist of the following:



          (a) authorized but unissued shares of Common Stock;




          (b) shares of Common Stock held by the Company in its treasury which have been reacquired;




          (c) shares of Common Stock purchased by the Company in the open market; or




          (d) shares of Common Stock allocable to the unexercised portion of any expired or terminated
Option granted under the Plan again may become available for grants of Options under the Plan.




     4.2 Number of Shares Available under the Plan. Subject to readjustment in accordance with the
provisions of Section 9, the total number of shares of Common Stock for which Options or Restricted
Stock awards may be granted under the Plan shall be 1,000,000 shares of Common Stock, plus an
increase as of each December 31 (commencing on December 31, 2003) equal to a number of shares equal
to the difference between the number of shares subject to grants made under the Plan during the
12-month period ending on such December 31, less any shares subject to grants that again became
available for issuance under the Plan due to forfeiture, termination, surrender or other
cancellation of the underlying grant without such



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shares being issued. Notwithstanding the foregoing, in no event shall more than an aggregate
of 2,500,000 shares of Common Stock be authorized for issuance during the term of the Plan (unless
the Plan is amended in accordance with its terms and in compliance with all applicable statutes,
rules and regulations).




SECTION 5




ELIGIBILITY TO RECEIVE AND GRANT OF OPTIONS




     5.1 Individuals Eligible for Grants of Options. The individuals eligible to receive Options
hereunder shall be solely those individuals who are Directors (as defined in Section 2.12 of the
Plan) or Advisors (as defined in Section 2.3 of the Plan). Such Directors and Advisors shall
receive Options hereunder in accordance with the provisions of Sections 5.2 and 5.3 below.



     5.2 Formula Grants of Options. Effective upon the Effective Date, Options shall be granted to
Directors (as defined in Section 2.12 of the Plan) in accordance with the following formulas:



          (a) Option Upon Initially Becoming a Director. Upon initially becoming a Director and each
reelection to serve a three-year term as a Director, the Director shall be granted an Option to
purchase 20,000 shares of Common Stock as of the first business day of the month following
appointment or election, with such Option subject to the provisions of Section 6 below. Options
granted under this subsection shall be evidenced by an Option Agreement.




          (b) Service Option Grants. As each Director begins a service year in which the Director does
not receive an Option grant pursuant to Section 5.2(a) above, the Director shall be granted an
Option to purchase 7,500 shares of Common Stock as of the first business day of the month following
the date of the annual shareholders meeting, with such Option subject to the provisions of Section
6 below. Options granted under this subsection shall be evidenced by an Option Agreement.




          (c) Insufficient Shares. In the event that the number of shares available for grants under
the Plan is insufficient to make all grants provided herein on the applicable date, then all those
who become entitled to a grant on such date shall share ratably in the number of shares then
available for grant under the Plan.




          (d) Cessation of Formula Grants. No formula grants shall be made pursuant to this Section 5.2
after December 31, 2006.




     5.3 Discretionary Grants of Options. Subject to the provisions of the Plan, the Committee
shall have the authority and sole discretion to determine and designate, from time to time,
Directors (as defined in Section 2.12 of the Plan) and Advisors (as defined in Section 2.3 of the
Plan) to whom Options will be granted, the Exercise Price of the shares covered by any Options
granted, and the manner in and conditions under which Options are exercisable (including, without
limitation, any limitations or restrictions thereon). In making such determinations, the Committee
may take into account the nature of the services rendered by the respective individuals to whom
Options may be granted, their present and potential contributions



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to the Company’s success and such other factors as the Committee, in its sole discretion,
shall deem relevant. In its authorization of the granting of an Option hereunder, the Committee
shall specify the name of the Optionee, the number of shares of common stock subject to such
Option, the exercise price of the Option, the term of the Option and any restrictions, conditions,
forfeitures or cancellation provisions. The Committee may grant, at any time, new Options to an
Optionee who previously has received Options, whether such Options include prior Options that still
are outstanding, previously have been exercised in whole or in part, or have expired. No
individual shall have any claim or right to be granted Options under the Plan.




SECTION 6




TERMS AND CONDITIONS OF OPTIONS




     Unless otherwise provided by the Committee, Options granted hereunder and Option Agreements
shall comply with and be subject to the following terms and conditions:



     6.1 Requirement of Option Agreement. Upon the grant of an Option hereunder, the Committee
shall prepare (or cause to be prepared) an Option Agreement. The Committee shall present such
Option Agreement to the Optionee. Upon execution of such Option Agreement by the Optionee, such
Option shall be deemed to have been granted effective as of the date of grant. The failure of the
Optionee to execute the Option Agreement within 30 days after the date of the receipt of same shall
render the Option Agreement and the underlying Option null and void ab initio.



     6.2 Optionee and Number of Shares. Each Option Agreement shall state the name of the Optionee
and the total number of shares of the Common Stock to which it pertains, the Exercise Price, the
Beneficiary of the Optionee, and the date as of which the Option was granted under this Plan, and
any expiration date of the Option.



     6.3 Exercise Price. The Exercise Price of the shares of Common Stock underlying each Option
shall not be less than the Fair Market Value of the Common Stock on the date the Option is granted.
Upon execution of an Option Agreement by both the Company and Optionee, the date as of which the
Option was granted under this Plan as noted in the Option Agreement shall be considered the date on
which such Option is granted.



     6.4 Exercisability of Options.



          (a) Formula Grants. Each Option granted under Section 5.2 shall first become exercisable with
respect to such portions of the shares subject to such Option as are specified in the schedule set
forth herein below:




               (i) Commencing as of the first anniversary of the date the Option is granted, the Optionee
shall have the right to exercise the Option with respect to, and to thereby purchase, 33 percent
(rounded down to the nearest whole number) of the shares subject to such Option. Prior to said
date, the Option shall be unexercisable in its entirety.



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               (ii) Commencing as of the second anniversary of the date the Option is granted, the Optionee
shall have the right to exercise the Option with respect to, and to thereby purchase, an additional
33 percent (rounded down to the nearest whole number) of the shares subject to the Option.



               (iii) Commencing as of the third anniversary of the date the Option is granted, the Optionee
shall have the right to exercise the Option with respect to, and to thereby purchase, the remainder
of the shares subject to the Option.



               (iv) Notwithstanding the above, any Options previously granted to an Optionee shall become
immediately exercisable for 100% of the number of shares subject to the Options upon a Change of
Control.



               (v) Notwithstanding anything contained herein to the contrary, with respect to those options
awarded on December 16, 2003 to six directors of the Company, upon such director’s termination of
services, whether as a Director or Advisor to the Company, such director’s unvested options shall
automatically vest. (Added by Board of Directors 11 March 2004).



          (b) Discretionary Grants. Unless the Committee specifies otherwise in the Option
Agreement, each Option granted under Section 5.3 shall first become exercisable with respect to
such portions of the shares subject to such Option as are specified in the schedule set forth
herein below:




               (i) Commencing as of the first anniversary of the date the Option is granted, the Optionee
shall have the right to exercise the Option with respect to, and to thereby purchase, 33 percent
(rounded down to the nearest whole number) of the shares subject to such Option. Prior to said
date, the Option shall be unexercisable in its entirety.



               (ii) Commencing as of the second anniversary of the date the Option is granted, the Optionee
shall have the right to exercise the Option with respect to, and to thereby purchase, an additional
33 percent (rounded down to the nearest whole number) of the shares subject to the Option.



               (iii) Commencing as of the third anniversary of the date the Option is granted, the Optionee
shall have the right to exercise the Option with respect to, and to thereby purchase, the remainder
of the shares subject to the Option.



               (iv) Notwithstanding the above, any Options previously granted to an Optionee shall become
immediately exercisable for 100% of the number of shares subject to the Options upon a Change of
Control.



     6.5 Expiration Date. Except as otherwise provided in the Stock Option Agreement, the
Expiration Date of any Option shall be the earliest to occur of the following:



          (a) Maximum Term. The date ten (10) years from the date of grant of the Option or such
shorter period as determined by the Committee and set forth in the Stock Option Agreement;




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          (b) Death. Unless the Committee specifies otherwise in the Option Agreement, the one-year
anniversary of the Optionee’s termination of service with the Company and all Related Companies due
to death; or




          (c) Termination of Service as Director or Advisor. Unless the Committee specifies otherwise
in the Option Agreement, the one-year anniversary of the Optionee’s termination of service as a
Director or Advisor of the Company other than as provided under Section 6.5(b) above.




     6.6 Minimum Exercise Amount. The exercise of an Option may be for less than the full number
of shares of Common Stock subject to such Option, but such exercise shall not be made for less than
(i) 100 shares or (ii) the total remaining shares subject to the Option, if such total is less than
100 shares. Subject to the other restrictions on exercise set forth herein, the unexercised
portion of an Option may be exercised at a later date by the Optionee.



     6.7 Payment of Exercise Price. The Optionee must pay the full Exercise Price for shares of
Common Stock purchased upon the exercise of any Option at the time of such exercise by one of the
following forms of payment:



          (a) cash;




          (b) if and to the extent permitted by the Committee, by surrendering unrestricted previously
held shares of Common Stock, or the withholding of shares of Common Stock otherwise deliverable
upon exercise of the Option, that have a fair market value equal to the Exercise Price at the time
of exercise. The Optionee may surrender shares of Common Stock either by attestation or by the
delivery of a certificate or certificates for shares duly endorsed for transfer to the Company, and
if required by the Committee, with medallion level signature guarantee by a member firm of a
national stock exchange, by a national or state bank (or guaranteed or notarized in such other
manner as the Committee may require); or




          (c) any combination of the above forms or any other form of payment permitted by the
Committee.




     6.8 Transferability. Unless the Committee specifies otherwise in the Option Agreement, an
Optionee may transfer Options only by the laws of descent and distribution. After the death of an
Optionee, only a named Beneficiary or the executor or administrator of the Optionee’s estate may
exercise an outstanding Option. Notwithstanding the foregoing, with the approval of the Committee
and in its sole discretion, an Option Agreement may be amended to permit the Optionee to transfer
grants of options under this Plan to such Persons as the Committee deems appropriate.



     6.9 Rights as a Shareholder. An Optionee shall first have rights as a shareholder of the
Company with respect to shares of Common Stock covered by an Option only when the Optionee has paid
the Exercise Price in full and the shares actually have been issued to the Optionee.



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SECTION 7




RESTRICTED STOCK




     7.1 Restricted Stock Agreement. When the Committee awards Restricted Stock under the Plan, it
shall prepare (or cause to be prepared) a Restricted Stock Agreement that specifies the following
terms:



          (a) the name of the Recipient;




          (b) the total number of shares of Common Stock subject to the award of Restricted Stock;




          (c) the manner in which the Restricted Stock will become nonforfeitable and transferable and a
description of any restrictions applicable to the Restricted Stock; and




          (d) the date as of which the Committee awarded the Restricted Stock.




     7.2 Maximum Award Per Year. There is no maximum number of shares that may be awarded as
Restricted Stock to any individual during any one calendar year.



     7.3 Vesting. Unless the Committee specifies in the Restricted Stock Agreement that any
alternative vesting schedule shall apply, that other vesting requirements shall apply or that no
vesting requirements shall apply, an award of Restricted Stock shall become vested and
nonforfeitable on the third anniversary of the date of grant and before the third anniversary of
the date of the award, no portion of the Restricted Stock shall be vested.



     7.4 Other Vesting Requirements. The Committee may impose any other conditions, restrictions,
forfeitures and contingencies on awards of Restricted Stock. The Committee may designate a single
goal criterion or multiple goal criteria for these purposes.



     7.5 Accelerated Vesting. The Committee shall always have the right to accelerate vesting of
any Restricted Stock awarded under this Plan.



          (a) Upon the occurrence of the following events, any outstanding Awards of Restricted Stock
that remain subject to vesting requirements shall immediately become vested pursuant to the
provisions of subsection (b) hereof, unless otherwise determined by the Committee and set forth in
the applicable Restricted Stock Agreement:




               i. the recipient’s death;



               ii. the Recipient’s Disability; or



               iii. a Change in Control of the Company.



          (b) Unless otherwise provided in the Restricted Stock Agreement, if an outstanding award of
Restricted Stock remains subject only to a time based vesting schedule (i.e., one that
requires only that the Recipient remain as a Director or Advisor for the passage of

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a specified time period), then such Award shall immediately become fully vested and
nonforfeitable upon one of the events in subsection (a) above. If an outstanding award of
Restricted Stock remains subject to any other type of vesting schedule or requirement
(e.g., a criteria based schedule), then such award shall become vested in a proportionate
amount upon one of the events in subsection (a) above. The proportion shall be calculated as the
ratio of the amount of time completed through the date of the applicable event compared to the
original term of the Restricted Stock Agreement.




     7.6 Termination of Services. Unless the Committee decides otherwise, all shares of Restricted
Stock that remain subject to restriction upon the Recipient’s termination of services to the
Company, other than shares of Restricted Stock accelerated under Section 7.5(b), shall be forfeited
by the Recipient.



7.7 Delivery of Restricted Stock.




          (a) Issuance. Subject to the terms and conditions of the Restricted Stock Agreement, the
Company shall issue a certificate representing the shares of Restricted Stock within a reasonable
period of time after execution of the Restricted Stock Agreement; provided, if any law or
regulation requires the Company to take any action (including, but not limited to, the filing of a
registration statement under the 1933 Act and causing such registration statement to become
effective) with respect to such shares before the issuance thereof, then the date of delivery of
the shares shall be extended for the period necessary to take such action. As long as any
restrictions apply to the Restricted Stock, the shares of Restricted Stock may be held by the
Committee in uncertificated form in a restricted account.




          (b) Legend. Unless the certificate representing shares of the Restricted Stock are deposited
with a custodian (as described in subparagraph (c) hereof), each certificate shall bear the
following legend (in addition to any other legend required by law):





     “The transferability of this certificate and the shares represented hereby are
subject to the restrictions, terms and conditions (including forfeiture and
restrictions against transfer) contained in the Mastec Inc. 2003 Stock Incentive
Plan for Non-Employees and a Restricted Stock Agreement dated ___, ___between
___and Mastec, Inc. The Plan and the Restricted Stock Agreement are on file
in the office of the Chief Financial Officer of Mastec, Inc.”




     Such legend shall be removed or canceled from any certificate evidencing shares
of Restricted Stock as of the date that such shares become nonforfeitable.



          (c) Deposit with Custodian. As an alternative to delivering a stock certificate to the
Recipient, the Committee may deposit or transfer such shares electronically to a custodian
designated by the Committee. The Committee shall cause the custodian to issue a receipt for the
shares to the Recipient for any Restricted so deposited. The custodian shall hold the shares and
deliver the same to the Recipient in whose name the Restricted Stock evidenced thereby are
registered only after such shares become nonforfeitable.




          (d) Deferral of Delivery of Shares. Notwithstanding anything to the contrary, the Committee
may provide pursuant to a Restricted Stock Agreement, or may permit pursuant

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to an election by the Recipient pursuant to the terms of the MasTec, Inc. Deferred Fee Plan
for Directors, or some other deferred compensation plan or arrangement approved by the Committee,
that the issuance and delivery of any Restricted Stock awarded under this Plan be deferred until
some time after the date the Award is granted. Any Restricted Stock, the delivery of which is so
deferred, is sometimes hereinafter referred to as “Deferred Stock”.




          (e) Dividend Equivalents. In connection with a grant of Deferred Stock as provided in Section
7.7(d) above, the Board may provide that “Dividend Equivalents” may be granted with respect to any
Deferred Stock Award and shall be either paid with respect to such Deferred Stock Award at the
dividend payment date in cash or in shares of unrestricted Common Stock having a Fair Market Value
equal to the amount of such dividends, or deferred with respect to such Deferred Stock Award and
the amount or value thereof automatically deemed reinvested in additional Deferred Stock, other
Awards or other investment vehicles, as the Committee shall determine or permit the Participant to
elect. For purposes hereof, “Dividend Equivalents” shall mean a right, granted to a Participant to
receive cash, shares of Common Stock, other Awards or other property equal in value to dividends
paid with respect to a specified number of shares of Common Stock, or other periodic payments.
Prior to delivery of Restricted Stock, Deferred Stock carries no value or dividend or other rights
associated with actual Common Stock ownership.




     7.8 Transferability. Unless the Committee specifies otherwise in the Restricted Stock
Agreement, a Recipient may not sell, exchange, transfer, pledge, hypothecate or otherwise dispose
of shares of Restricted Stock awarded under this Plan while such shares are still subject to
restriction. Notwithstanding the foregoing, with the approval of the Committee, and in its sole
discretion, a Restricted Stock Agreement may be amended to permit the Recipient to transfer grants
of Restricted Stock under this Plan to such Persons as the Committee deems appropriate.



     7.9 Effect of Restricted Stock Award. Upon issuance of the shares of the Restricted Stock,
the Recipient shall have immediate rights of ownership in the shares of Restricted Stock, including
the right to vote the shares and the right to receive dividends with respect to the shares,
notwithstanding any outstanding restrictions on the Restricted Stock.



SECTION 8




TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS




     Unless otherwise provided by the Committee, SARs granted hereunder and SAR Agreements shall
comply with and be subject to the following terms and conditions:



     8.1 Requirement of SAR Agreement. Upon the grant of a SAR hereunder, the Committee shall
prepare (or cause to be prepared) a SAR Agreement. The Committee shall present such SAR Agreement
to the Recipient. Upon execution of such SAR Agreement by the Recipient, such SAR shall be deemed
to have been granted effective as of the date of grant. The failure of the Recipient to execute
the SAR Agreement within 30 days after the date of the receipt of same shall render the SAR
Agreement and the underlying SAR null and void ab initio.



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     8.2 Right to Payment. A SAR shall confer on the Recipient to whom it is granted a right to
receive, upon exercise thereof, the excess of (a) the Fair Market Value of one share of Common
Stock on the date of exercise over (b) the Grant Price of the SAR as determined by the Committee.
SARs may be granted in conjunction with all or part of any Stock Option granted under the Plan or
at any subsequent time during the term of such Stock Option, or without regard to any Stock Option,
in each case upon such terms and conditions as the Committee may establish in its sole discretion,
not inconsistent with the provisions of the Plan. The Committee shall determine and set forth in
the SAR Agreement, whether the SAR is to be settled in shares of Common Stock, cash, other
property, or any combination of the foregoing.



     8.3 Recipient and Number of Shares. Each SAR Agreement shall state the name of the Recipient
and the total number of shares of the Common Stock to which it pertains, the Grant Price, the
Beneficiary of the Recipient, and the date as of which the SAR was granted under this Plan, and any
expiration date of the SAR.



     8.4 Exercisability of SARs. Unless the Committee specifies otherwise in the SAR Agreement,
each SAR shall first become exercisable with respect to such portions of the shares subject to such
SAR as are specified in the schedule set forth herein below:



               (i) Commencing as of the first anniversary of the date the SAR is granted, the Recipient shall
have the right to exercise the SAR with respect to 33 percent (rounded down to the nearest whole
number) of the shares subject to such SAR. Prior to said date, the SAR shall be unexercisable in
its entirety.



               (ii) Commencing as of the second anniversary of the date the SAR is granted, the Recipient
shall have the right to exercise the SAR with respect to an additional 33 percent (rounded down to
the nearest whole number) of the shares subject to the SAR.



               (iii) Commencing as of the third anniversary of the date the SAR is granted, the Recipient
shall have the right to exercise the SAR with respect to the remainder of the shares subject to the
SAR.



     8.5 Accelerated Exercisability. The Committee shall always have the power to accelerate the
exercisability of any SAR granted under the Plan. In the event that one of the following events
occurs while the Recipient is employed by or providing services to the Company or a Related
Company, any outstanding SARs shall immediately become fully exercisable, unless otherwise
determined by the Committee and set forth in the applicable SAR Agreement:



               (i) the Recipient’s death;



               (ii) the Recipient’s Disability; or



               (iii) a Change of Control of the Company.



     8.6 Other Vesting Requirements. The Committee may impose any other conditions, restrictions,
forfeitures and contingencies on awards of SARs. Such conditions, restrictions, forfeitures and
contingencies may consist of a requirement of continuous service and/or the



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satisfaction of specified Performance Measures. The Committee may designate a single goal
criterion or multiple goal criteria for performance measurement purposes.




     8.7 Expiration Date. Except as otherwise provided in the SAR Agreement, the
Expiration Date of any SAR shall be the earliest to occur of the following:



          (a) Maximum Term. The date ten (10) years from the date of grant of the SAR, or such shorter
period as determined by the Committee and set forth in the SAR Agreement;




          (b) Death. The one-year anniversary of the Recipient’s termination of service with the
Company and all Related Companies due to death; or




          (c) Termination of Service as Director or Advisor. The one-year anniversary of the
Recipient’s termination of service as a Director or Advisor of the Company other than as provided
under Section 8.7(b) above, or such shorter period as determined by the Committee and set forth in
the SAR Agreement.




     8.8 Minimum Exercise Amount. The grant of a SAR may be for less than the full number of
shares of Common Stock subject to such SAR, but such exercise shall not be made for less than (i)
100 shares or (ii) the total remaining shares subject to the SAR, if such total is less than 100
shares. Subject to the other restrictions on exercise set forth herein, the unexercised portion of
a SAR may be exercised at a later date by the Recipient.



     8.9 Transferability. Unless the Committee specifies otherwise in the SAR Agreement, a
Recipient may transfer SARs only by the laws of descent and distribution. After the death of a
Recipient, only a named Beneficiary or the executor or administrator of the Recipient’s estate may
exercise an outstanding SAR. Notwithstanding the foregoing, with the approval of the Committee and
in its sole discretion, a SAR Agreement may be amended to permit the Recipient to transfer grants
of options under this Plan to such Persons as the Committee deems appropriate.



     8.10 Rights as a Shareholder. A Recipient shall first have rights as a shareholder of the
Company with respect to shares of Common Stock covered by a SAR only if and when the shares
actually have been issued to the Recipient.



SECTION 9




ADJUSTMENTS UPON CHANGES IN CAPITALIZATION




     9.1 Certain Corporate Transactions.



          (a) Recapitalization. If the Company is involved in a corporate transaction or any other
event which effects the Common Stock (including, without limitation, any recapitalization,
reclassification, reverse or forward stock split, stock dividend, extraordinary cash dividend,
split-up, spin-off, combination or exchange of shares), then the Committee shall

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adjust outstanding Options or awards of Restricted Stock to preserve the benefits or potential
benefits of the Options as follows:




               (i) The Committee shall take action to adjust the number and kind of shares of Common Stock
that are issuable under the Plan;



               (ii) The Committee shall take action to adjust the number and kind of shares of Common Stock
subject to outstanding Options or awards of Restricted Stock;



               (iii) The Committee shall take action to adjust the Exercise Price of outstanding Options and
the Grant Price of outstanding SARs, or awards of Restricted Stock; and



               (iv) The Committee shall make any other equitable adjustments.



     Only whole shares of Common Stock shall be issued in making the above adjustments. Further,
the number of shares available under the Plan or the number of shares of Common Stock subject to
any outstanding Options or awards of Restricted Stock shall be the next lower number of shares, so
that fractions are rounded downward. If the Company issues any rights or warrants to subscribe for
additional shares pro rata to holders of outstanding shares of the class or classes of stock then
set aside for the Plan, then each Participant shall be entitled to the same rights or warrants on
the same basis as holders of outstanding shares with respect to such portion of the Participant’s
Option or awards of Restricted Stock as is exercised on or prior to the record date for determining
shareholders entitled to receive or exercise such rights or warrants.



          (b) Reorganization. If the Company is part of any reorganization involving merger,
consolidation, acquisition of the Common Stock or acquisition of the assets of the Company, the
Committee, in its discretion, may decide that:




               (i) any or all outstanding Options or awards of Restricted Stock granted under the Plan shall
pertain to and apply, with appropriate adjustment as determined by the Committee, to the securities
of the resulting corporation to which a holder of the number of shares of the Common Stock subject
to each such Option would have been entitled;



               (ii) any or all outstanding Options or awards of Restricted Stock and SARs granted hereunder
shall become immediately fully exercisable (to the extent permitted under federal or state
securities laws); and/or



               (iii) any or all Options or awards of Restricted Stock and/or SARs granted hereunder shall
become immediately fully exercisable (to the extent permitted under federal or state securities
laws) and shall be terminated after giving at least 30 days’ notice to the Directors and Advisors
to whom such Options, SARs or awards of Restricted Stock have been granted.



          (c) Limits on Adjustments. Any issuance by the Company of stock of any class other than the
Common Stock, or securities convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or price of shares of the
Common Stock subject to any Option or awards of Restricted Stock or

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SAR, except as specifically provided otherwise in this Plan. Grants under the Plan shall not
affect in any way the right or authority of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge, consolidate or
dissolve, or to liquidate, sell or transfer all or any part of its business or assets. All
adjustments the Committee makes under this Plan shall be conclusive.




SECTION 10




PLAN OPERATION




     10.1 Compliance with Other Laws and Regulations. Distribution of shares of Common Stock under
the Plan shall be subject to the following:



          (a) Notwithstanding any other provision of the Plan, the Company shall not be required to
issue any shares of Common Stock under the Plan unless such issuance complies with all applicable
laws (including, without limitation, the requirements of the 1933 Act and Section 16 of the 1934
Act) and the applicable requirements of any securities exchange or similar entity.




          (b) When the Plan provides for issuance of Common Stock, the Company may issue shares of
Common Stock on a noncertificated basis as long as it is not prohibited by applicable law or the
applicable rules of any stock exchange.




          (c) The Company may require a Participant to submit evidence that the Participant is acquiring
shares of Common Stock for investment purposes.




     10.2 Limitation of Implied Rights. The Plan is not a contract of employment or a contract for
continued service as a Director or an Advisor. Neither a Director nor an Advisor selected as a
Participant shall have the right to be retained as a director or an advisor of the Company or any
Related Company and shall not have any right or claim under the Plan, unless such right or claim
has specifically accrued under the terms of the Plan.



     10.3 Evidence. Anyone required to give evidence under the Plan may give such evidence by
certificate, affidavit, document or other information which the person acting on the evidence
considers pertinent, reliable and signed, made or presented by the proper party or parties.



     10.4 Amendment and Termination of the Plan and Agreements. The Board may amend, modify or
terminate the Plan at any time. No such amendment, modification or termination shall result in the
Plan as a whole being subject to variable, or other adverse, accounting treatment or adversely
affect, in any way, the rights of individuals who have outstanding Options or awards of Restricted
Stock unless such individuals consent to such amendment or termination or such amendment or
termination is necessary to comply with applicable law. The Committee may amend any Agreement that
it previously has authorized under the Plan if the amended Agreement is signed by the Company and
the applicable Participant.



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     10.5 Gender and Number; Headings. Words in any gender shall include any other gender, words
in the singular shall include the plural and the plural shall include the singular. The headings
in this Plan are for convenience of reference. Headings are not a part of the Plan and shall not
be considered in the construction hereof.



     10.6 Legal References. Any reference in this Plan to a provision of law which is later
revised, modified, finalized or redesignated, shall automatically be considered a reference to such
revised, modified, finalized or redesignated provision of law.



     10.7 Notices. In order for a Director or Advisor or other individual to give notice or other
communication to the Committee, the notice or other communication shall be in the form specified by
the Committee and delivered to the location designated by the Committee in its sole discretion.



     10.8 Governing Law. The Plan is governed by and shall be construed in accordance with the
laws of the State of Florida.



     10.9 Non-U.S. Law. The Committee shall have the authority to adopt such modifications,
procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of
foreign countries in which the Company or its Related Companies may operate to assure the viability
of the benefits from Awards granted to the Participants performing services in such countries and
to meet the objectives of the Plan.



     10.10 Section 409A Compliance. If and to the extent that the Committee believes that any
Awards may constitute a “nonqualified deferred compensation plan” under Section 409A of the Code,
the terms and conditions set forth in the Award Agreement for that Award shall be drafted in a
manner that is intended to comply with, and shall be interpreted in a manner consistent with, the
applicable requirements of Section 409A of the Code.






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