Stock Option Agreement/Non-Employees



 







Exhibit 10.10




MASTEC, INC. 




STOCK OPTION AGREEMENT




     1. Grant of Stock Options. MasTec, Inc. (the “Company”), has granted to the
“Optionee” designated below, the “Options” generally described in the Notice of Grant of Stock
Option (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, as amended from time to
time (“Plan”). The Company and the Optionee agree that these Options are governed by the terms and
conditions of the Plan, as it may be 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. Information Describing the Options Granted by this Agreement.



          2.1 Name, Address and Social Security Number of Optionee:




                 ___________________________




                 ___________________________




                 ___________________________




                 ___________________________




          2.2 Total Number of Stock Options Granted:




                 ___________________________




          2.3 Exercise Price Per Share: $___




          2.4 Vesting: Options will vest, and thus become exercisable, in the following
amounts on the following dates:




	 	 	 
	Vesting Date
	 	Number of Options that Become Vested
	 
	 	 
	____________
	 	____________
	____________
	 	____________
	____________
	 	____________






          2.5 Date of the Grant: ___________________________




          2.6 Expiration Date: ___________________________




          2.7 Type of Option: ___________________________




          2.8 Reloading. The Options granted hereunder are not granted with reload Options.



 









 





     3. Termination of Options. The Options granted hereunder will terminate on the
earlier of the Expiration Date or the applicable time described below:



          3.1 Termination on Account of Death. Upon the one year anniversary of the Optionee’s
termination of services as a Director or Advisor due to the Optionee’s death.




          3.2 Any Other Termination of the Service. Upon the [passage of ninety (90) days from]
[one year anniversary of] the date of the Optionee’s termination of services as a Director or
Advisor for any reason other than those specified in Section 3.1 above.




     4. Method of Exercise. To exercise this Option, the Optionee shall deliver written
notice of exercise to the Company specifying the number of shares of Common Stock with respect to
which the Option is being exercised, accompanied by payment of the Exercise Price for such shares
in cash, by certified check or in such other form, including shares of Common Stock of the Company
owned by the Optionee, or the withholding of shares otherwise deliverable upon exercise of the
Option, in each case valued at their Fair Market Value on the date of delivery, as the Committee
may approve. Promptly following such notice and payment of the Exercise Price, and the Optionee’s
payment or making provision satisfactory to the Committee for the payment of, any taxes pursuant to
Section 9 hereof, the Company will deliver to the Optionee a certificate representing the number of
shares with respect to which the Option is being exercised.



     5. Rights as a Stockholder or to Continued Service. The Optionee shall not have any
rights in respect of shares of Common Stock as to which the Option shall not have been exercised
and payment made as provided above. The Optionee shall not have any rights to continued service
with the Company or any Related Company by virtue of the grant of this Option.



     6. 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 of Common Stock subject
to this Option and the exercise price for such shares, may accelerate the vesting of Options
hereunder, may provide for the termination of such Options after at least giving thirty (30) days’
notice to the Optionee, and may take such other action as the Committee may determine to be
appropriate pursuant to Section 9 of the Plan.



     7. Option Not Transferable. This Option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution, and is exercisable, during the Optionee’s
lifetime, only by the Optionee. The naming of a Beneficiary does not constitute a transfer.



     8. Compliance with Securities Laws. It shall be a condition to the Optionee’s right
to purchase shares of Common Stock hereunder that the Committee may, in its discretion, require (a)
that the shares of Common Stock reserved for issue upon the exercise of this Option 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



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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 Optionee 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 Optionee, or both. The certificates representing the shares purchased under this
Option may contain such legends as counsel for the Company shall consider necessary to comply with
any applicable law.




     9. Payment of Taxes. The Optionee shall pay to the Company, or make provision
satisfactory to the Committee for payment of, any taxes required by law to be withheld with respect
to the exercise of this Option. The Committee may, in its discretion, require any other Federal or
state taxes imposed on the sale of the shares to be paid by the Optionee. The Optionee may satisfy
the withholding requirements pursuant to any one or combination of the following methods:



     (a) payment in cash; or




     (b) 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 the required withholding amount
or the withholding of shares of Common Stock that otherwise would be deliverable to the Optionee
pursuant to the Option. The Optionee 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).



     The Company and its Related Companies may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to the Optionee.



     10. Administration.



          10.1 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.




          10.2 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
persons. 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 Optionee 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.




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     11. 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.



     12. 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.



     13. 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
Optionee, 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. No waiver, modification or amendment to the terms of this Agreement shall be
effective unless in writing signed by the Optionee, and countersigned by a duly constituted
representative of the Company after appropriate action by the Committee.



	 	 	 	 	 
	 	MASTEC, INC.

 	 
	 	By:  	
 	 
	 	 	Its:  	 
	 	 	________________________________


_________________________________

Optionee 	 
	 




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