Restricted Stock Agreement/Non-Employees



 







Exhibit 10.9




MASTEC, INC.

RESTRICTED STOCK AGREEMENT




     1. Award of Shares. MasTec, Inc. (the “Company”) has awarded to the “Recipient”
designated below, the “Award” generally described in the Notice of Restricted Stock Award (the
“Notice”), which is hereby incorporated by reference, subject to the terms and conditions of the
Company’s 2003 Stock Incentive Plan for Non-Employees (“Plan”). The Company and the Recipient
agree that these Awards are governed by the terms and conditions of the Plan, as amended from time
to time, which are incorporated herein in their entirety. Unless otherwise provided herein, terms
used herein that are defined in the Plan (or the Notice) and not defined herein shall have the
meanings attributable thereto in the Plan (or the Notice).



     2. Award Restrictions.




          (a) The shares of restricted stock (the “Restricted Stock”) covered by the Award shall vest on
the vesting dates (each a “Vesting Date”) set forth below, provided that the Recipient continues to
be employed by, or provide services to, the Company or a Related Company through and until the
applicable Vesting Date:





	 	 	 	 	 	 
	 	Vesting Date
	 	 	Number of Shares that

Become Vested	 
	 	[          ]
	 	 	[          ]	 
	 	[          ]
	 	 	[          ]	 
	 	[          ]
	 	 	[          ]	 
	 





          (b) Upon each Vesting Date, or upon the vesting of Restricted Stock pursuant to Section 4 of
this Agreement, the Company shall cause a stock certificate covering the number of shares that have
become vested to be issued in the name of the Recipient or the Recipient’s Beneficiary(ies) and to
be distributed to the Recipient or Beneficiary(ies) as soon as administratively practicable. After
receipt of such stock certificate(s), the Recipient or Beneficiary(ies) are free to hold or dispose
of the shares of Common Stock evidenced by the certificate(s).




          (c) Any shares of Common Stock covered by the Award shall not be transferable by the Recipient
by means of sale, assignment, exchange, pledge, or otherwise, unless and until they become vested
pursuant to the terms of this Agreement. The naming of a Beneficiary under the Plan does not
constitute a transfer.




     3. Stock Certificates.



          (a) The stock certificate(s) evidencing the Restricted Stock shall be registered in the name
of the Recipient as of the Date of Grant designated in the Notice. Physical possession or custody
of such stock certificate(s) shall be retained by the Company until such time as the
shares of Common Stock become vested. The Company reserves the right to place a legend on the
stock certificate(s) restricting the transferability of such certificate(s).




 









 








          (b) During the period prior to vesting, the Recipient shall be entitled to all rights of a
shareholder of the Company with respect to the Restricted Stock, including the right to vote the
shares and receive cash dividends. Stock dividends declared by the Company will be characterized
as Restricted Stock and will be subject to vesting and be distributed at the same times as the
Restricted Stock with respect to which they were declared as dividends.




     4. Termination of Employment. If the Recipient terminates services as a Director of
or Advisor to the Company or any Related Company due to the Recipient’s death or Disability, or if
a Change in Control of the Company or any Related Company occurs while the Recipient is serving as
a Director of or Advisor to the Company or any Related Company (“Triggering Event”), the Restricted
Stock, to the extent not already vested, shall vest in full as of the Triggering Event. The
Recipient may designate a Beneficiary(ies) to receive the stock certificate representing that
portion of the Restricted Stock that is or becomes vested at the time of the Recipient’s death. The
Recipient has the right to change such Beneficiary designation at will. In addition, the Committee
retains the right to accelerate vesting of any Restricted Stock awarded under the Plan. Upon
termination of the Recipient’s employment with and other services for the Company and the Related
Companies, for any reason, any Restricted Stock that has not previously become vested (and that
does not then become vested as a result of a Triggering Event) shall be immediately forfeited and
revert back to the Company without any payment to the Recipient.



     5. Recapitalization, Mergers, Etc. As provided in the Plan, in the event of corporate
transactions affecting the Company’s outstanding common stock, such as recapitalizations or
mergers, the Committee may equitably adjust the number and kinds of shares subject to this Award,
may accelerate the vesting of awards hereunder, may provide for the termination of such awards
after at least giving thirty (30) days’ notice to the Recipient, and may take such other action as
the Committee may determine to be appropriate pursuant to the Plan.



     6. Compliance with Securities Laws. It shall be a condition to the Recipient’s right
to receive shares of Restricted Stock hereunder that the Committee may, in its discretion, require
(a) that the shares of Restricted Stock reserved for issue upon the grant of this award shall have
been duly listed, upon official notice of issuance, upon any national securities exchange or
automated quotation system on which the Company’s common stock may then be listed or quoted, (b)
that either (i) a registration statement under the Securities Act of 1933 with respect to the
shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed purchase
shall be exempt from registration under that Act and the Recipient shall have made such
undertakings and agreements with the Company as the Company may reasonably require, and (c) that
such other steps, if any, as counsel for the Company shall consider necessary to comply with any
law applicable to the issue of such shares by the Company shall have been taken by the Company or
the Recipient, or both. The certificates representing the shares granted under this Award may
contain such legends as counsel for the Company shall consider necessary to comply with any
applicable law.



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     7. Administration.



          (a) The Committee shall have full authority and discretion to decide all matters relating to
the administration and interpretation of this Agreement. The Committee shall have full power and
authority to pass and decide upon cases in conformity with the objectives of this Agreement under
such rules as the Board of Directors of the Company may establish.




          (b) Any decision made or action taken by the Company, the Board of Directors, or the Committee
arising out of, or in connection with, the administration, interpretation, and effect of this
Agreement shall be at their absolute discretion and will be conclusive and binding on all parties.
No member of the Board of Directors, Committee, or employee of the Company shall be liable for any
act or action hereunder, whether of omission or commission, by the Recipient or by any agent to
whom duties in connection with the administration of this Agreement have been delegated in
accordance with the provision of this Agreement.




     8. Tax Matters; Section 83(b) Election.



          (a) If the Recipient does not properly make the election described in Section 8(b) below, the
Recipient shall, no later than the date or dates as of which the restrictions referred to in this
Agreement hereof shall lapse, pay to the Company, or make arrangements satisfactory to the
Committee for payment of, any federal, state or local taxes of any kind required by law to be
withheld with respect to the Restricted Stock (including without limitation the vesting thereof),
and the Company shall, to the extent permitted by law, have the right to deduct from any payment of
any kind (including without limitation, the withholding of any Shares that otherwise would be
distributed to the Recipient under this Agreement) otherwise due to Recipient any federal, state,
or local taxes of any kind required by law to be withheld with respect to the Restricted Stock.




          (b) If the Recipient properly elects, within thirty (30) days of the Date of Grant, to include
in gross income for federal income tax purposes an amount equal to the fair market value (as of the
Date of Grant) of the Restricted Stock pursuant to Section 83(b) of the Internal Revenue Code of
1986, as amended (the “Code”), the Recipient shall make arrangements satisfactory to the Committee
to pay to the Company any federal, state or local income taxes required to be withheld with respect
to the Restricted Stock. If the Recipient shall fail to make such tax payments as are required,
the Company shall, to the extent permitted by law, have the right to deduct from any payment of any
kind (including without limitation, the withholding of any Shares that otherwise would be issued to
the Recipient under this Agreement) otherwise due to the Recipient any federal, state or local
taxes of any kind required by law to be withheld with respect to the Restricted Stock.




          (c) The Recipient may satisfy the withholding requirements pursuant to any one or combination
of the following methods:




               (i) payment in cash; or



               (ii) if and to the extent permitted by the Committee, payment by surrendering unrestricted
previously held shares of Common Stock which have a value equal to



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the required withholding amount or the withholding of shares of Common Stock that otherwise
would be deliverable to the Optionee pursuant to this Award. The Recipient may surrender shares of
Common Stock either by attestation or by delivery of a certificate or certificates for shares duly
endorsed for transfer to the Company, and if required 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).




          (d) Tax consequences on the Recipient (including without limitation federal, state, local and
foreign income tax consequences) with respect to the Restricted Stock (including without limitation
the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Recipient. The
Recipient shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding
these matters, the making of a Section 83(b) election, and the Recipient’s filing, withholding and
payment (or tax liability) obligations.




     9. Company Relation with Recipients. Nothing in this Agreement shall confer on the
Recipient any right to continue employment or service with the Company or any Related Company.



     10. Force and Effect. The various provisions of this Agreement are severable in their
entirety. Any determination of invalidity or unenforceability of any one provision shall have no
effect on the continuing force and effect of the remaining provisions.



     11. Entire Agreement. This Agreement contains the entire understanding of the parties
and shall not be modified or amended except in writing and duly signed by the parties after
appropriate action by the Committee. No waiver by either party of any default under this Agreement
shall be deemed a waiver of any later default.



     12. Miscellaneous. This Agreement is subject to and shall be administered and
governed in all respects under the laws of the State of Florida without regard to its conflict of
law rules. This Agreement is binding upon the Company, its successors and assigns, and the
Recipient, and his/her heirs, legal representatives and permitted assigns. Captions are provided
for reference, do not form a part of this Agreement and are not admissible to determine the intent
of the parties.



     IN WITNESS WHEREOF, the parties have executed this Agreement on this ___day of ___,
___.




	 	 	 	 	 
	 	MASTEC, INC.

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	Its:
___________________________





[NAME OF RECIPIENT]



________________________________

Signature 	 
	 




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