Registered Stock Agreement dated November 23, 2004



 






Exhibit 10.3




RESTRICTED STOCK AGREEMENT




     THIS AGREEMENT, dated as of the 23rd day of November 2004, between DYCOM
INDUSTRIES, INC., a Florida corporation (the “Company”), and TIMOTHY R. ESTES (the
“Participant”).



     WHEREAS, the Participant is the Executive Vice President and Chief Operating Officer of the
Company and, pursuant to the Amended and Restated Employment Agreement between the Company and the
Participant, as may be amended from time to time (the “Employment Agreement”), the Company
hereby grants to the Participant 3,500 restricted shares (“Restricted Stock”) of common
stock, par value $.0331/3 per share, of the Company (the “Common Stock”) under the
Company’s 2003 Long-Term Incentive Plan (the “Plan”), subject to the terms and conditions
hereinafter set forth;



     NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties
hereto agree as follows:



     1. Definitions; Incorporation of Plan Terms. 




     Capitalized terms used herein without definition shall have the meanings assigned to them in
the Plan, a copy of which is attached hereto. This Award Agreement and the Restricted Stock shall
be subject to the Plan, the terms of which are incorporated herein by reference, and in the event
of any conflict or inconsistency between the Plan and this Award Agreement, the Plan shall govern.
The date of grant with respect to the Restricted Stock shall be November 23, 2004 (the “Grant
Date”).



     2. Grant of Restricted Stock.



     Subject to the terms and conditions contained herein and in the Plan, the Company hereby
grants 3,500 shares of Restricted Stock to the Participant as of the Grant Date.



     3. Vesting of Restricted Stock.



     Unless previously vested or forfeited in accordance with the terms of the Plan or this Award
Agreement, the Restricted Stock shall vest and become non-forfeitable in four equal annual
installments commencing on December 31, 2005; provided that the Participant remains in the
employ of the Company through such dates.



     Except to the extent otherwise provided by the Plan or this Award Agreement, in the event the
Participant’s employment is terminated on or before December 31, 2005, (i) because of death, (ii)
by reason of disability (as defined in paragraph 5(b) of the Employment Agreement), (iii) by the
Company for any reason other than for Cause (as defined in paragraph 5(a) of the Employment
Agreement) or (iv)



 









 




by the Participant for Good Reason (as defined in paragraph 5(c) of the Employment Agreement),
then the Restricted Stock shall be deemed to be immediately and fully vested and all restrictions
shall lapse on the date of such termination or resignation.




     4. Termination of Employment.



     Except to the extent otherwise provided by the Plan or this Award Agreement, in the event of
the Participant’s termination of employment for any reason, the Participant shall immediately
forfeit all unvested Restricted Stock as of the date of such termination.



     5. Change in Control. 




     In the event that the Participant’s employment is terminated without Cause or he resigns for
Good Reason during the 13-month period commencing on the date of a Change of Control, all unvested
Restricted Stock shall immediately and fully vest and all restrictions shall lapse. For purposes
of this Paragraph 5, “Change in Control” shall have the meaning set forth in paragraph 5(c) of the
Employment Agreement.



     6. Nontransferability of the Restricted Stock.



     Unless determined otherwise by the Committee, Restricted Stock may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws
of descent or distribution or pursuant to a “qualified domestic relations order” as defined in the
Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security
Act of 1974, as amended, and the rules and regulations thereunder, prior to the date that such
Restricted Stock becomes vested and non-forfeitable; provided, however, that
Restricted Stock shall be transferable, in whole or in part, with the written consent of the
Committee, to trusts established wholly or in part for the benefit of the Participant’s immediate
family members. Such transfers are subject to the terms and conditions of the Plan and this Award
Agreement. The restrictions on transferability set forth above shall not apply to Restricted Stock
after the date that such Restricted Stock becomes vested and non-forfeitable as set forth herein.



     7. Rights as a Stockholder.



     The Participant shall have, with respect to the Restricted Stock, all of the rights of a
stockholder of the Company, including, if applicable, the right to vote the Restricted Stock and to
receive any cash dividends, subject to the restrictions set forth in the Plan and this Award
Agreement.



     8. Dividends and Distributions.



     Any Common Stock or other securities of the Company received by the Participant as a result of
a distribution to holders of Restricted Stock or as a dividend on



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the Restricted Stock shall be subject to the same restrictions as such Restricted Stock, and
all references to Restricted Stock hereunder shall be deemed to include such Common Stock or other
securities.




     9. Issuance of Certificates.



     The Participant shall be issued four certificates in respect of the Restricted Stock at the
Grant Date, each certificate representing twenty-five percent (25%) of the Common Stock covered by
the award of Restricted Stock. Such certificates shall be held in custody by the Company until the
restrictions thereon shall have lapsed and that, as a condition of any award of Restricted Stock,
the Participant shall deliver a stock power, endorsed in blank, relating to the Common Stock
covered by such award.



     10. Taxes and Withholdings.



     No later than the date as of which an amount first becomes includable in the gross income of
the Participant for applicable income tax purposes with respect to Restricted Stock, the
Participant shall pay to the Company or make arrangements satisfactory to the Committee regarding
payment of any federal, state or local taxes of any kind required by law to be withheld with
respect to such amount.



     Unless otherwise determined by the Committee, in accordance with rules and procedures
established by the Committee, the minimum required withholding obligations may be settled with
Common Stock, including Common Stock that is part of the Award that gives rise to the withholding
requirement. The obligation of the Company under this Award Agreement shall be conditional upon
such payment or arrangements and the Company shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment of any kind otherwise due to the Participant.



     11. Notices.



     All notices and other communications under this Award Agreement shall be in writing and shall
be given by hand delivery to the other party or by facsimile, overnight courier, or registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:




     If to the Participant: at the last known address on record at the Company.




     If to the Company: at 4440 PGA Boulevard, Palm Beach Gardens, Florida 33410-6542,
Attention: Michael K. Miller, General Counsel and Secretary;


or to such other address or facsimile number as any party shall have furnished to the other in
writing in accordance with this Paragraph 11. Notice and communications shall be effective when
actually received by the addressee.




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     12. Successor.



     Except as otherwise provided hereunder, this Award Agreement shall be binding upon and shall
inure to the benefit of any successor or successors of the Company, and to any transferee or
successor of the Participant pursuant to Paragraph 6.



     13. Governing Law.



     The interpretation, performance and enforcement of this Award Agreement shall be governed by
the laws of the State of Florida without reference to principles of conflict of laws, as applied to
contracts executed in and performed wholly within the State of Florida.



     14. Severability.



     If any provision of this Award Agreement shall be held illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining provisions of this Award Agreement, but
this Award Agreement shall be construed and enforced as if such illegal or invalid provision had
never been included herein.



     15. No Restriction on Right of Company to Effect Corporate Changes.



     Neither the Plan nor this Award Agreement shall affect or restrict in any way the right or
power of the Company or its shareholders to make or authorize any adjustment, recapitalization,
reorganization or other change in the capital structure or business of the Company, or any merger
or consolidation of the Company, or any issue of stock or of options, warrants or rights to
purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are
superior to or affect the Common Stock or the rights thereof or which are convertible into or
exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of the assets or business of the Company, or any sale or transfer of
all or any part of its assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.



     16. Exchange Act. 




     Notwithstanding anything contained in the Plan or this Award Agreement to the contrary, if the
consummation of any transaction under the Plan or this Award Agreement would result in the possible
imposition of liability on the Participant pursuant to Section 16(b) of the Exchange Act, the
Committee shall have the right, in its sole discretion, but shall not be obligated, to defer such
transaction to the extent necessary to avoid such liability, but in no event for a period in excess
of 180 days.



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     17. Amendment.



     This Award Agreement may not be modified, amended or waived except by an instrument in writing
signed by both parties hereto. The waiver by either party of compliance with any provision of this
Award Agreement shall not operate or be construed as a waiver of any other provision of this Award
Agreement, or of any subsequent breach by such party of a provision of this Award Agreement.



     18. Claim to Awards and Employment Rights.



     The Participant shall not have any claim or right to receive or be eligible to receive any
additional Awards under the Plan. Neither the Plan nor this Award Agreement nor any action taken
or omitted to be taken hereunder or thereunder shall be deemed to create or confer on the
Participant any right to be retained in the employ of the Company or to interfere with or to limit
in any way the right of the Company to terminate the employment of the Participant at any time.



     19. Entire Agreement. 




     This Award Agreement and the Plan set forth the entire agreement and understanding between the
parties hereto with respect to the matters covered herein, and supersede all prior agreements and
understandings concerning such matters. This Award Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same agreement. The headings of sections and subsections herein
are included solely for convenience of reference and shall not affect the meaning of any of the
provisions of this Award Agreement.



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     IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed by its duly
authorized officer and the Participant has executed this Award Agreement, both as of the day and
year first above written.

	 	 	 	 	 
	 	DYCOM INDUSTRIES, INC.

 	 
	 	By:  	/s/ Steven Nielsen
 	 
	 	 	Name:  	Steven Nielsen 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	/s/ Timothy R. Estes
 	 
	 	Timothy R. Estes 	 
	 	 	 
	 





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