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
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