Exhibit 10.2
STOCK OPTION AGREEMENT
MASTEC, INC., a Delaware corporation, (the "Company"), grants to HENRY
N. ADORNO ("Optionee") an option (the "Option") to purchase One Hundred Thousand
(100,000) shares of Common Stock, $.10 par value, of the Company (the "Stock").
The exercise price under the Option shall be $21.0938 per share of Stock. The
Option to purchase the Stock shall vest on each of December 29, 1998, 1999,
2000, 2001 and 2002 in accordance with the following schedule:
First Year Second Year Third Year Fourth Year Fifth Year
- ---------- ----------- ---------- ----------- ----------
20,000 20,000 20,000 20,000 20,000
This option is not being issued under the Company's 1994 Incentive
Stock Plan and shall not be treated as an incentive stock option as defined in
Section 422A(b) of the Internal Revenue Code of 1986, as amended.
1. TERM OF OPTION. The term of this option shall end at the close of
business on the earliest of the following dates:
(a) Ten (10) years from the date of grant hereof; or
(b) Upon termination of the Optionee's employment with the Company or
its subsidiaries for any reason other than retirement, disability or death, or
upon the Optionee's voluntary termination of employment with the Company; or
(c) At the expiration of three months after termination of the
Optionee's employment by reason of retirement or disability, provided that if
the Optionee dies within such three month period sub-paragraph (d) shall apply;
or
(d) Upon the expiration of one year from the date of death of the
Optionee.
2. EXERCISE OF OPTION. This option may not be exercised (i) at a time
when the exercise hereof or the issuance or transfer of shares hereunder would
constitute a violation of any federal or state law or regulation or any listing
requirements of any national securities exchange or other appropriate exchange
on which the Company's securities may be listed; or (ii) until one year from the
date of the grant thereof, as heretofore provided. Thereafter the Optionee may
exercise this option in cumulative annual equal installments during the term of
the option.
The Optionee may, for the term of the option: (a) exercise the option
to purchase those number of shares listed under "First Year" beginning on the
first year after the date of the grant hereof; (b) exercise the option to
purchase those number of shares listed under "Second Year"; beginning on the
second year after the date of the grant hereof; (c) exercise the option to
purchase those number of shares listed under "Third Year"; beginning on the
third year after the date of the grant hereof; (d) exercise the option to
purchase those number of shares under "Fourth Year"; beginning on the fourth
year after the date of the grant hereof; and (e) exercise the option to purchase
those number of shares under "Fifth Year"; beginning on the fifth year after the
date of the grant hereof.
This option may be exercised at any time and from time to time in full
or in part during its term (up to the amount of Stock then exercisable) upon
written notice given by the Optionee or, in the event of the Optionee's death,
by the person designated in the Optionee's will, or in the absence of such
designation, by his legal representatives to the Treasurer of the Company, which
shall (i) specify the number of shares to be purchased and (ii) contain, if
directed by the Company, a representation by the Optionee that such shares are
being acquired for his own account for investment and not with a view to, or for
sale in connection with, the distribution of any part thereof and which shall be
accompanied by payment in cash of shares of stock having a fair market value
equal to the option price for the number of shares with respect to which the
option is then exercised.
An Optionee shall not be, or have any of the rights or privileges of, a
shareholder of the Company in respect of any shares purchasable upon the
exercise of an option unless and until a certificate or certificates
representing such shares shall have been issued by the Company to or in the name
of the Optionee. Certificates representing shares purchased by an Optionee shall
be issued upon receipt by the Company of the full amount of the option price.
3. ASSIGNMENT. This option is not transferable by the Optionee
otherwise than by will or the laws of descent and distribution, and is
exercisable, during his lifetime, only by him. In the event of death of the
Optionee, the person designated in his will, or in the absence of such
delegation, his legal representative may exercise each option held by the
deceased Optionee subject to clause (d) of paragraph 1 and paragraph 2, above.
4. RECAPITALIZATION. In the event of any increase or reduction in the
amount of outstanding shares of Stock by reason of a stock split, stock
dividend, combination of shares or recapitalization occurring after the
effective date hereof the number and class of shares subject to this option and
the option price shall be correspondingly adjusted by Compensation and Stock
Option Committee of the Board of Directors ("Committee"). No adjustment shall be
made by reason of the distribution of subscription rights on outstanding Stock.
5. CORPORATE TRANSACTIONS. In the event of a dissolution or liquidation
of the Company or a merger or consolidation in which the Company is not the
surviving corporation, the Committee may, at its sole discretion, recommend that
the Board of directors take any of the actions specified in the Plan.
6. GOVERNING LAW. This option agreement shall be construed,
administered and governed in all respects under and by the laws of the State
of Delaware.
7. ADMINISTRATION. This option shall be exercised in accordance with
such administration regulations as the Committee shall from time to time adopt.
DATED: December 29, 1997.
MASTEC, INC.
By:______________________________
Jorge Mas, Chairman of the Board,
President and Chief Executive Officer
ACCEPTED:
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Henry N. Adorno