1994 Stock Option Plan



 






EXHIBIT 10.2




As amended February 26, 1998




MASTEC, INC.

1994 STOCK OPTION PLAN

FOR NON-EMPLOYEE DIRECTORS




     1. Purpose of the Plan. The purpose of the MasTec, Inc. 1994 Stock Option Plan for
Non-Employee Directors (the “Plan”) is to aid MasTec, Inc. (the “Company”) in securing for the
Company and its stockholders the benefits of experienced and highly qualified persons who are not
and have never been employees of the Company or any of its subsidiaries to become and remain
members of the Board of Directors (the “Board”) of the Company and to provide to such persons the
benefits of the incentive inherent in increased common stock ownership.



     2. Stock Subject to Plan. The stock which may be issued and sold under the Plan shall
be the Common Stock (par value $0.10 per share) of the Company, of a total number not exceeding
600,000 shares, subject to adjustment as provided in Section 8. The stock to be issued may be
either authorized and unissued shares or issued shares acquired by the Company or its subsidiaries.
Each stock option granted pursuant to the Plan is referred to herein as an “Option.” In the event
that Options granted under the Plan shall terminate or expire without being exercised in whole or
in part, new Options may be granted covering the shares not purchased under such lapsed Options.



     3. Eligibility. Each member of the Board shall be eligible to receive Options in
accordance with the terms of the Plan, provided he or she, as of the date of a granting of an
Option, was either (i) elected to the Board by stockholders of the Company at any meeting of
stockholders of the Company held at any time after the day on which the Plan is approved by the
stockholders of the Company, or (ii) appointed to the Board by the Board, at any time after the
Plan is approved by the stockholders of the Company, to fill a vacancy on the Board, however
occurring, whether by the death, resignation or removal of any director, any increase in the number
of directors comprising the Board, or otherwise, provided, further, that such member (I) is not and
has not been an employee of the Company or any of its subsidiaries, and (II) is otherwise not
eligible for selection to participate in any plan of the Company or any of its subsidiaries that
entitles the participant therein to acquire securities or derivative securities of the company (an
“Eligible Director”). Each member of the Board who receives an Option hereunder is referred to
herein as an “Optionee.”



     4. Option Grants.



          (a) Subject to the maximum number of shares which may be purchased pursuant to the exercise
of options, as set forth in Section 2 (as such number may be adjusted pursuant to the provisions
of Section 8), and to the approval of the Plan by the stockholders of the Company, the Board may
grant each Eligible Director an Option to purchase, in the manner and subject to the terms and
conditions herein provided and to the extent such number of shares remain available for such
purpose hereunder, shares of Common Stock of the Company in such amount and at such exercise
price as the Board may determine in its sole discretion.



          (b) It is understood that the Board may, at any time and from time to time after the
granting of an option hereunder, specify such additional terms, conditions and restrictions with
respect to such Option as may be deemed necessary or appropriate to ensure compliance with any
and all applicable laws, including, but not limited to, terms, restrictions and conditions for
compliance with federal and state securities laws and methods of withholding or providing for
the payment of required taxes.



 









 





     5. General Terms and Conditions of Options. Each Option granted under the Plan shall
be evidenced by an agreement in such form as the Board shall prescribe from time to time in
accordance with the Plan and shall comply with the following terms and conditions:



          (a) The Option exercise price shall be the fair market value of the Common Stock on the date
the Option is granted, which shall be the mean between the bid and asked prices at which the Common
Stock is quoted in the over-the-counter market on the date on which the option is granted as
reported by NASDAQ or any successor thereto. If no such quotations are available on such date, the
most recent date, within a reasonable time, upon which such quotations are available shall be used.
If at any time the Common Stock shall be listed on a national securities exchange, the mean
between the highest and lowest prices at which the Common Stock is traded on such exchange on such
date shall be used. If there is no sale of the Common Stock on such exchange on the date the
Option is granted, the mean between the bid and asked prices on such exchange at the close of the
market on such date shall be deemed to be the fair market value of the Common Stock.



          (b) Each Option granted pursuant to the Plan shall be evidenced by an Option Agreement. The
Option Agreement shall not be a precondition to the granting of options; however no person shall
have any rights under any Option granted under the Plan unless and until the Optionee to whom such
Option shall have been granted shall have executed and delivered to the Company an option
Agreement. A fully executed original of the Option Agreement shall be provided to both the Company
and the Optionee.



          (c) All Options shall be nonstatutory stock options not intended to qualify as stock options
entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).



          (d) Options shall not be transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and shall be exercisable during the optionee’s lifetime only by him.



          (e) Each Option shall be subject to the following restrictions on exercise:



               (i) An Option shall not be exercisable, in whole or in part, after the expiration of ten years
from the date the Option was granted. To the extent that an Option is not exercised within the
ten-year period of exercisability, it shall expire as to the then unexercised part.



               (ii) An Option shall not be exercisable with respect to a fractional share or with respect to
the lesser of fifty (50) shares or the full number of shares then subject to the Option.



               (iii) Except as provided in Section 6, an Option shall not be exercisable in whole or in part
unless the Optionee, at the time the Optionee exercises the Option, is, and has been at all times
since the date of grant of the Option, a director of the Company.



               (iv) An Option may only be exercised by delivery of written notice of the exercise to the
Company specifying the number of shares to be purchased and by making payment in full for the
shares of Common Stock being acquired thereunder at the time of exercise (including applicable
withholding taxes, if any); unless the Option Agreement shall otherwise provide, such payment shall
be made



                    (A) In United States dollars by check or bank draft, or



2









 





                    (B) By tendering to the Company Common stock shares already owned by the person exercising the
Option, which may include shares received as the result of a prior exercise of the Option, and
having a fair market value equal to the cash exercise price applicable to such Option, such fair
market value to be the mean between the bid and asked prices at which the Common Stock is quoted in
the over-the-counter market on the date on which the Option is exercised as reported by NASDAQ or
any successor thereto. If no such quotations are available on such date, the most recent date,
within a reasonable time, upon which such quotations are available shall be used. If at any time
Common Stock shall be listed on a national securities exchange, the mean between the highest and
lowest prices at which the Common stock is traded on such exchange on such date shall be used. If
there is no sale of the Common Stock on such exchange on the date the option is granted, the mean
between the bid and asked prices on such exchange at the close of the market on such date shall be
deemed to be the fair market value of the Common Stock,



                    (C) By a combination of United States dollars and Common Stock shares as aforesaid, or



                    (D) In accordance with a cashless exercise program under which, if so instructed by the
Optionee, shares of Common sock may be issued directly to the Optionee’s broker or dealer upon
receipt of the purchase price in cash from the broker or dealer.



               (v) If at any time the Board shall determine, in its discretion, that the listing,
registration or qualification of shares upon any national securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the sale or purchase of shares hereunder, such
Option may not be exercised in whole or in part unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained, or otherwise provided for,
free of any conditions not acceptable to the Board in the exercise of its reasonable judgment.



     6. Termination of Service. An Option shall terminate upon the termination, for any
reason, of the Optionee’s directorship with the Company, and no shares may thereafter be purchased
under such Option except as follows:



          (a) Upon retirement as a director of the Company after at least six years of service, each
unexpired Option held by the Optionee shall, to the extent otherwise exercisable on such date,
remain exercisable, in whole or in part, for a period of three (3) years following such retirement.



          (b) Upon termination of service as a director of the Company by reason of death or disability,
each unexpired Option held by the Optionee, or in the case of death, the Optionee’s executors,
administrators, heirs or distributors, as the case may be, shall become immediately exercisable and
shall remain exercisable, in whole or in part, for a period of three (3) years after such
termination. Disability shall mean an inability as determined by the Board to perform duties and
services as a director of the Company by reason of a medically determinable physical or mental
impairment, supported by medical evidence, which can be expected to last for a continuous period of
not less than six (6) months.



          In the event any Option is exercised by the executors, administrators, heirs or distributes of
the estate of a deceased Optionee, the Company shall be under no obligation to issue Common Stock
thereunder unless and until the Company is satisfied that the person or persons exercising the
Option are the duly appointed legal representative of the deceased Optionee’s estate or the proper
legatees or distributes thereof.



3









 





          In no event, however, may an Option be exercised after ten (10) years from the date it was
granted.



     7. Change in Control.



          (a) Notwithstanding other provisions of the Plan, but subject to Section 6 and 7(C), in the
event of a change in control of the Company, (i) all of the Optionee’s then outstanding Options
shall immediately become exercisable, and (ii) each Optionee shall have the right within one (1)
year after such event to exercise the option in full notwithstanding any limitation or restriction
in any Option Agreement or in the Plan.



          (b) For purposes of this Section 7, a “change in control” shall be deemed to have occurred if
at any time on or after March 15, 1994:



               (1) There shall be consummated



                    (i) Any consolidation or merger of the Company in which the Company is not the continuing or
surviving corporation or pursuant to which any shares of Common stock are to be converted into
cash, securities or other property, provided that the consolidation or merger is not with a
corporation which was a wholly-owned subsidiary of the Company immediately before the consolidation
or merger; or



                    (ii) Any sale, lease, exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Company; or



               (2) The stockholders of the Company approve any plan or proposal for the liquidation or
dissolution of the Company; or



               (3) Any “person,” including a “group” as determined in accordance with Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), becomes the beneficial
owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of 33% or
more of the combined voting power of the Company’s then outstanding Common Stock, provided that
such person, immediately before it becomes such 33% or more beneficial owner, is not (i) a
wholly-owned subsidiary of the Company or (ii) an individual, or a spouse or a child of such
individual, that on March 1, 1994, owned greater than 20% of the combined voting power of such
Common Stock, or (iii) a trust, foundation or other entity controlled by an individual or
individuals described in Section 7(b)(3)(ii); or



               (4) Individuals who constitute the Board on March 1, 1994 (the “Incumbent Board”) cease for
any reason to constitute at least a majority thereof, provided that any person becoming a director
subsequent to March 1, 1994, whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least three quarters of the directors comprising the
Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in
which such person is named as a nominee for director, without objection to such nomination) shall
be, for purposes of this clause (4), considered as though such person were a member of the
Incumbent Board.



          (c) In no event, however, may any Option be exercised after ten (10) years from the date it
was granted.



4









 





     8. Adjustment in the Event of Change in Stock. In the event of changes in the
outstanding Common Stock of the company by reason of stock dividends, reverse split, subdivision,
recapitalizations, mergers, consolidations (whether or not the Company is a surviving corporation),
split-ups, combinations or exchanges of shares, reorganization or liquidation, an extraordinary
dividend payable in cash or property, and the like, the aggregate number and class of shares
available under the Plan, and the number, class and the price of shares of Common Stock subject to
outstanding Options shall be appropriately adjusted by the Board, whose determination shall be
conclusive.



     9. Administration. The Board shall administer the Plan. The Board shall have all the
powers vested in it by the terms of the Plan, such powers to include authority (within the
limitations described herein) to prescribe the form of all Option Agreements. The Board shall,
subject to the provisions of the Plan, grant Options under the Plan and shall have the power to
construe the Plan, to determine all questions arising thereunder and to adopt and amend such rules
and regulations for the administration of the Plan as it may deem desirable. Any decision of the
Board in the administration of the Plan, as described herein, shall be final and conclusive.



     10. Miscellaneous Provisions.



          (a) Except as expressly provided for in the Plan, no director or other person shall have any
claim or right to be granted an Option under the Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any Eligible Director any right to be retained in the
service of the Company as a director or otherwise.



          (b) An Optionee’s rights and interest under the Plan may not be assigned or transferred in
whole or in part either directly or by operation of law or otherwise (except in the event of an
Optionee’s death, by will or the laws of descent and distribution), including, but not by way of
limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner,
and no such right or interest of any participant in the Plan shall be subject to any obligation or
liability of such participant.



          (c) It shall be a condition to the obligation of the Company to issue shares of Common Stock
upon exercise of an Option that the Optionee (or any beneficiary or person entitled to act) pay to
the Company, upon its demand, such amount, in cash and/or Common Stock, as may be requested by the
Company for the purpose of satisfying any liability to withhold federal, state, local or foreign
income or other taxes; provided, however, that such withholding obligation may be met by the
withholding of Common Stock otherwise deliverable to the Optionee in accordance with such
procedures as may be adopted by the Board. If the amount requested is not paid, the Company may
refuse to issue Common Stock shares.



          (d) The expenses of the Plan shall be borne by the Company.



          (e) The Plan shall be unfunded. The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure the issuance of shares upon
exercise of any Option under the Plan and issuance of shares upon exercise of Options shall be
subordinate to the claims of the Company’s general creditors. Proceeds from the sale of shares
pursuant to Options however shall constitute general funds of the Company.



          (f) By accepting any Option or other benefit under the Plan, each Optionee and each person
claiming under or through such person shall be conclusively deemed to have indicated his



5









 





acceptance and ratification, and consent to, any action taken under the Plan by the Company or the
Board.



          (g) An Optionee shall have no voting rights or other rights of stockholders with respect to
shares which are subject to an Option, nor shall cash dividends accrue or be payable with respect
to any such shares.



          (h) The Plan shall be governed by and construed in accordance with the laws of the State of
Florida.



          (i) No fractional shares shall be issued upon the exercise of an Option. If a fractional
share shall become subject to an Option by reason of a stock dividend or otherwise, the Optionee
shall not be entitled to exercise the Option with respect to such fractional share.



          (j) It is the intent of the Company that this Plan and Options hereunder satisfy, and be
interpreted in a manner that satisfies the applicable requirements of Rule 16b-3 of the Exchange
Act, so that Optionees will be entitled to the benefits of Rule 16b-3, or other exemptive rules
under Section 16 of the Exchange Act, and will not be subjected to avoidable liability thereunder.
If any provision of this Plan or of any option award would otherwise frustrate or conflict with the
intent expressed in this Section 10(j), that provision to the extent possible shall be interpreted
and deemed amended so as to avoid such conflict. To the extent of any remaining irreconcilable
conflict with such intent, such provisions shall be deemed void.



     11. Amendment or Discontinuance. The Plan may be amended at any time and from time to
time by the Board as the Board shall deem advisable including, but not limited to amendments
necessary to qualify for any exemption or to comply with applicable law or regulations, provided,
however, that except as provided in Section 8 above, the Board may not, without further approval by
the shareholders of the company, increase the maximum number of shares of Common stock as to which
Options may be granted under the Plan, increase the number of shares subject to an Option, reduce
the Option exercise price described in Section 5(a), extend the period during which Options may be
granted or exercised under the Plan or change the class of persons eligible to receive Options
under the Plan; it being the intent to include in this proviso any amendment that would have the
effect of materially increasing the benefits accruing to options under the Plan. Notwithstanding
the proviso to the immediately preceding sentence, to the extent that, in the opinion of counsel to
the Company, stockholder approval of an amendment to the Plan is not required under the Exchange
Act (including the rules and regulations promulgated thereunder), in order for the options under
the Plan to continue to be exempt from the operation of Section 16(b) of the Exchange Act, such
amendment may be made by the Board acting alone. No amendment of the Plan shall materially and
adversely affect any right of any Optionee with respect to any Option theretofore granted without
such Optionee’s written consent.



     12. Limits of Liability.



          (a) Any liability of the Company or a subsidiary to any participant with respect to an option
award shall be based solely upon contractual obligations created by the Plan and the Option
Agreement.



          (b) Neither the Company nor a subsidiary, nor any member of the Board, nor any other person
participating in any determination of any question under the Plan, or in the interpretation,
administration or application of the Plan, shall have any liability to any party for any action
taken or not taken in connection with the Plan, except as may expressly be provided by statute.



6









 





     13. Termination. This Plan shall terminate upon the earlier of the following dates or
events to occur:



          (a) upon the adoption of a resolution of the Board terminating the Plan; or



          (b) Ten years from the date of adoption of the Plan by the Board of Directors.



     No such termination of this Plan shall affect the rights of any Optionee hereunder and all
Options previously granted hereunder shall continue in force and in operation after termination of
the Plan, except as they may be otherwise terminated in accordance with the terms of the Plan.




7