EXHIBIT 10.5
MASTEC, INC.
1999 NON-QUALIFIED
EMPLOYEE STOCK OPTION PLAN
(AS AMENDED OCTOBER 4, 1999)
1. Purpose . The purpose of the MasTec, Inc. 1999
Non-Qualified Employee Stock Option Plan (the “Plan”)
is to increase the interest of employees of MasTec, Inc.
(“MasTec”) and of its subsidiaries in MasTec’s
business through the added incentive created by the opportunity
afforded for stock ownership under the Plan. Such ownership will
provide such employees with a further stake in the future welfare
of MasTec, and encourage them to remain with MasTec and its
subsidiaries. It is also expected that the Plan will encourage
qualified persons to seek and accept employment with MasTec and its
subsidiaries. Pursuant to the Plan, such employees will be offered
the opportunity to acquire Common Stock through the grant of
non-qualified stock options. The term “subsidiary” will
mean any present or future corporation which is or would be a
“subsidiary corporation” of MasTec as the term is
defined in Section 424(f) of the Internal Revenue Code of 1986, as
amended from time to time (the “Code”).
2. Administration of the Plan .
(A) Board of Directors .
The Plan will be administered by the Board of Directors of MasTec
(the “Board”). The Board, however, may at any time
appoint a committee (the “Committee”) of two or more
Board members and delegate to the Committee one or more of the
administrative powers allocated to the Board pursuant to the
provisions of the Plan. Members of the Committee will serve for
such period of time as the Board may determine and will be subject
to removal by the Board at any time. The Board may also at any time
terminate the functions of the Committee and reassume all powers
and authority previously delegated to the Committee.
(B) Powers of the Board
. Subject to the provisions of the Plan, the Board of Directors
will have the authority, in its discretion: (i) to grant
awards of non-qualified stock options; (ii) to determine the
fair market value of the Common Stock of MasTec; (iii) to
determine the exercise price per share of options to be granted;
(iv) to determine the persons to whom, and the time or times
at which, options will be granted and the number of shares to be
represented by each option; (v) to determine the vesting
schedule of options to be granted; (vi) to prescribe, amend
and rescind rules and regulations relating to the Plan;
(vii) to determine the terms and provisions of each option
granted under the Plan (which need not be identical) including,
without limitation, those relating to forfeiture, payment and
exercisability; (viii) to accelerate the exercise date of any
option; (ix) to authorize any person to execute on behalf of
MasTec any instrument required to effectuate the grant of an option
previously granted by the Board; (x) subject to the provisions of
the Plan and subject to such additional limitations and
restrictions as the Board may impose, to delegate to specific
members of management or to a committee of management personnel the
authority to determine: (A) the persons to whom, and the time
and times at which, options will be granted and the number of
shares to be represented by each option; (B) the vesting
schedule of options; and (C) other terms and conditions of any
options, provided that the Board will not
have the authority to delegate such matters with respect to options
to be granted to any person (“Insiders”) subject to
Section 16 of the Securities Exchange Act of 1934, (the
“Exchange Act”); and (xi) to interpret the Plan
and make all other determinations deemed necessary or advisable for
the administration of the Plan. The Board may require the voluntary
surrender of all or any portion of any option granted under the
Plan as a condition precedent to a grant of a new option to such
optionee. Subject to the provisions of the Plan, such new option
will be exercisable at the price, during the period and on such
other terms and conditions as are specified by the Board at the
time the new option is granted. Upon surrender, the options
surrendered will be unexercisable and the shares previously subject
to such options will be available for the grant of other
options.
(C) Effect of the
Board’s Decision . All decisions, determinations and
interpretations of the Board of Directors will be final and binding
on all employees of MasTec and its subsidiaries participating or
eligible to participate in the Plan.
3. Option Agreements . Options granted pursuant to the Plan
will be evidenced by an Option Agreement (the
“Agreement”). The Agreement will not be a precondition
to the granting of options; however, no person will have any rights
under any option granted under the Plan unless and until the
optionee to whom the option is granted has executed and delivered
to MasTec an Agreement. The Board will prescribe the form of all
Agreements. A fully executed original of the Agreement will be
provided to both MasTec and the optionee.
4. Compliance with Rule 16b-3 . It is the intent of
MasTec that this Plan and options granted hereunder satisfy, and be
interpreted in a manner that, in the case of employees who have
been granted an option under the Plan (“Participants”)
who are or may be Insiders, satisfies the applicable requirements
of Rule 16b-3 of the Exchange Act, so that these persons will
be entitled to the benefits of Rule 16b-3, or other exemptive
rules under Section 16, and will not be subjected to avoidable
liability thereunder. If any provision of this or of any option
would otherwise frustrate or conflict with the intent expressed in
this Section 4, that provision to the extent possible will be
interpreted and deemed amended so as to avoid such conflict. To the
extent of any remaining irreconcilable conflict with that intent,
the provision will be deemed void as applicable to Insiders.
5. Shares of Stock Subject to the Plan . The total number of
shares that may be optioned under the Plan is 2,000,000 shares of
the $0.10 par value Common Stock of MasTec (the “Common
Stock”), except that the number of shares will be adjusted as
provided in Section 13. Any shares subject to an option which
for any reason expires or is terminated unexercised may again be
optioned under the Plan. Shares subject to the Plan may be either
authorized and unissued shares or issued shares acquired by MasTec
or its subsidiaries.
6. Eligibility . All employees, including officers, of
MasTec and its subsidiaries (but excluding non-employee directors)
are eligible to be granted options under the Plan. The employees
who will receive options under the Plan will be selected from time
to time by the Board, in its sole discretion, from among those
eligible, which may be based upon information furnished to the
Board by MasTec’s management. The Board will determine, in
its sole discretion, the number of shares to be covered by the
option or options granted to each employee selected.
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7. Duration of the Plan . No option may be granted under the
Plan after January 31, 2009, but options previously granted
may extend beyond that date.
8. Terms and Conditions of Stock Options . All options
granted under this Plan will be non-qualified stock options not
intended to qualify as incentive stock options within the meaning
of Section 422 of the Code. Each option will be subject to all
the applicable provisions of the Plan, including the following
terms and conditions, and to other terms and conditions not
inconsistent with the Plan as the Board may determine.
(A) The option price per share
will be determined by the Board.
(B) Each stock option will be
exercisable during and over such period as may be determined by the
Board and stated in the Agreement.
(C) An option will not be
exercisable with respect
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