FORM OF PERFORMANCE SHARE AGREEMENT
THIS AGREEMENT, dated as of the ___ day of __________ 2005,
between
DYCOM INDUSTRIES, INC., a Florida
corporation (the "Company"), and
_______________ (the "Participant").
WHEREAS, the Participant is an officer or key employee of the
Company
or one of its Affiliates and, subject to
the terms and conditions set forth
herein, the Company desires to provide the
Participant with an additional
incentive to remain in its employ and to
increase his or her interest in the
success of the Company by granting the
Participant an Award to receive a certain
number of shares 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"), upon the Company's achievement of
certain Performance Targets (as set
forth below) during the applicable
Performance Period ("Performance Shares");
NOW, THEREFORE, in consideration of the covenants and
agreements
herein contained, the parties hereto agree
as follows:
1. Definitions; Incorporation
of Plan Terms.
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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 Document and the Performance Shares
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 Document, the Plan
shall govern.
2. Grant of Performance
Shares.
---------------------------
Subject to the terms and conditions contained herein and in the
Plan,
the Company hereby grants to the
Participant the Target Number of Performance
Shares specified at the foot of the
signature page hereof. For purposes of the
Plan and this Award Document, the Grant
Date is the date specified at the foot
of the signature page hereof.
3. Vesting of Performance
Shares.
-----------------------------
(a) Annual Vesting. Subject to the terms and conditions
contained
herein and in
the Plan, the Performance Shares shall vest and become
non-forfeitable
in substantially equal installments on each of December 15,
2006, December
15, 2007 and December 15, 2008 (each, a "Vesting Date"),
based on the
level of the applicable Performance Targets set forth on
Appendix A
hereto that are attained with respect to the applicable Vesting
Date and shall
be determined by the (i) number of Performance Shares that
are subject to
vesting on such Vesting Date, multiplied by (ii) applicable
Performance
Leverage Factor ("PLF") shown in Appendix A for the attained
level of the
Performance Targets; provided, however, that the Participant
is employed by
the Company or an Affiliate on the applicable Vesting Date
(each, an
"Annual Award").
(b) Three Year Vesting. Subject to the terms and conditions
contained
herein and in
the Plan, the Participant shall also be eligible to receive
an additional
number of
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Performance
Shares on each Vesting Date (the "Three Year Award") based on
the level of the
applicable Performance Targets set forth on Appendix B
hereto that are
attained with respect to the immediate three completed
fiscal years
prior to the applicable Vesting Date and shall be determined
by the (i)
number of Performance Shares that actually vest with respect to
the Annual Award
on such Vesting Date pursuant to Section 3(a) above,
multiplied by
(ii) applicable PLF shown in Appendix B for the attained
level of the
Performance Targets; provided, however, that the Participant
is employed by
the Company or an Affiliate on the applicable Vesting Date.
Notwithstanding
the foregoing, in no event shall a Participant be entitled
to a Three Year
Award if the Participant does not receive an Annual Award
with respect to
the applicable Vesting Date.
(c) Fractional Shares. Any fractional Performance Shares which
become
distributable at
the time such Performance Shares vest shall be rounded up
or down to the
nearest whole share of Common Stock.
4. Termination of
Employment.
-------------------------
Except to the extent otherwise provided by the Plan or this
Award
Document, in the event of the Participant's
termination of employment for any
reason prior to an applicable Vesting Date,
the Participant shall immediately
forfeit all unvested Performance Shares as
of the date of such termination.
5. Nontransferability of the
Performance Shares.
--------------------------------------------
Unless determined otherwise by the Committee, Performance Shares
may
not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any
manner, prior to the date that such
Performance Shares become vested and
non-forfeitable; provided, however, that
Performance Shares 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 Document. The
restrictions on transferability set
forth above shall not apply to Performance
Shares after the date that such
Performance Shares becomes vested and
non-forfeitable as set forth herein.
6. Rights as a Stockholder.
-----------------------
The Participant shall have, with respect to the Performance
Shares,
all of the rights of a stockholder of the
Company, including, if applicable, the
right to vote the Performance Shares and to
receive any cash dividends, subject
to the restrictions set forth in the Plan
and this Award Document.
7. 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 Performance Shares or as
a dividend on the Performance Shares shall
be subject to the same restrictions
as such Performance Shares, and all
references to Performance Shares hereunder
shall be deemed to include such Common
Stock or other securities.
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8. Issuance of
Certificates.
------------------------
At the time the Performance Shares are granted, or as promptly
as
practicable thereafter, Participant shall
be issued certificates in respect of
the Performance Shares. Such certificates
shall be held in custody by the
Company until the Performance Targets have
been satisfied and that, as a
condition of any award of Performance
Shares, the Participant shall deliver a
stock power, endorsed in blank, relating to
the Common Stock covered by such
award.
9. 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 Performance Shares, 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
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