FORM OF RESTRICTED STOCK 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 (i) provide
the Participant with an additional
incentive to remain in its employ, (ii)
increase his or her interest in the
success of the Company by granting the
Participant an Award to receive a certain
number of 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") and
(iii) provide the Participant with an
opportunity to increase his or her equity
ownership in the Company;
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 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 Document, the Plan shall
govern.
2. Grant of Restricted
Stock.
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Subject to the terms and conditions contained herein and in the
Plan,
the Company hereby grants to the
Participant the number of shares of Restricted
Stock 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 Restricted
Stock.
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Unless previously vested or forfeited in accordance with the terms
of
the Plan or this Award Document, the
Restricted Stock shall vest and become
non-forfeitable in four equal annual
installments commencing on the Grant Date
(each a "Vesting Date"); provided that the
Participant remains in the employ of
the Company or one of its Affiliates
through such dates. Notwithstanding the
foregoing, if a vesting date shall fall on
a date which is during a black-out
period with respect to the Common Stock to
which the Participant is subject,
such vesting date shall be delayed until
the first day after the expiration of
such black-out period. Such vested
Restricted Stock shall remain subject to the
terms of the Plan and this Award Document
and to applicable securities laws and
the Company's employee trading policies.
Any fractional shares of Common Stock
that become distributable at the time such
Restricted Stock vests shall be
rounded up or down to the nearest whole
share.
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4. Termination of
Employment.
-------------------------
Except to the extent otherwise provided by the Plan and 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 Restricted Stock as of
the date of such termination. Upon
the Participant's termination of employment
with the Company or its Affiliates
for any reason other than death or
Disability, any Restricted Stock Holdings (as
defined in Section 5 (b) below) held by the
Participant on the date of such
termination shall be subject to Section
5(c) below.
5. Nontransferability of the
Restricted Stock.
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(a) Unless determined otherwise by the Committee, Restricted Stock
may
not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any
manner 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 Document. Subject to
Section 5(c) below, 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.
(b) Upon each Vesting Date, 50% of the shares of Restricted Stock
that
vest on such Vesting Date shall be
transferable, in whole or in part, by the
Participant. Subject to this Section 5(b),
the remaining 50% of the shares of
Restricted Stock that vest on such Vesting
Date (net of any shares that the
Participant may use to satisfy his or her
income and employment tax withholding
obligations with respect to such shares of
Restricted Stock) shall not be
transferable, in whole or in part, by the
Participant (the "Non Transferable
Shares"). 50% of the shares of Restricted
Stock that vest on each future Vesting
Date shall be Non Transferable Shares until
such Vesting Date as the Fair Market
Value (based on the closing price of a
share Common Stock as reported on the
composite tape for securities listed on the
New York Stock Exchange on such
Vesting Date) of all Non Transferable
Shares held by the Participant, together
with all other shares of time vested
restricted stock held by the Participant
pursuant to prior awards under the Plan or
such successor plan, equals or
exceeds 100% of the Participant's then
annual rate of base salary (the
"Restricted Stock Holdings") as determined
by the Committee in its sole
discretion; provided, however, that any Non
Transferable Shares that vest on the
Vesting Date in which the Participant
attains his or her Restricted Stock
Holdings that exceed such Participant's
Restricted Stock Holdings shall no
longer be Non Transferable Shares and shall
be transferable, in whole or in
part, by the Participant. Effective as of
the date that the Participant attains
his or her Restricted Stock Holdings, 100%
of the shares of Restricted Stock
that vest on each future Vesting Date shall
be transferable, in whole or in
part, by the Participant. Subject to
Section 5(c), the Participant's Restricted
Stock Holdings shall not be transferable,
in whole or in part. The Committee
may, in its sole discretion, allow a
Participant to replace Non Transferable
Shares with other shares of Common Stock
held by the Participant for purposes of
satisfying the Restricted Stock
Holdings.
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(c) Notwithstanding the foregoing, upon the Participant's
termination
of employment with the Company or its
Affiliates for any reason other than death
or Disability, such Participant's
Restricted Stock Holdings shall not be
transferable, in whole or in part, during
the 90 day period immediately
following such termination of e
