Exhibit 10.3
NONINCENTIVE STOCK OPTION AGREEMENT
A Nonincentive Stock Option (the "Option") is hereby granted
by MASTEC, INC., a Delaware corporation (the "Company"), to JOEL-TOMAS CITRON
("Optionee"), for and with respect to common stock of the Company, par value
$.10 per share (the "Common Stock"), subject to the following terms and
conditions:
1. Option Grant. Subject to the provisions set forth
herein, and in consideration of the agreements of the Optionee herein provided,
the Company hereby grants to the Optionee an Option to purchase from the Company
the number of shares of Common Stock, at the purchase price per share, and on
the schedule, all as set forth below. This Option shall not be treated as an
incentive stock option as defined in Section 422A(b) of the Internal Revenue
Code of 1986, as amended.
Number of Shares
Subject to Option: 10,000
Option Price Per Share: $21.0938
Date of Grant: December 29, 1997
Exercise Schedule:
Number of Shares Commencement Expiration
Subject to Option Date Date
----------------- ------------ ----
3,334 Dec. 29, 1998 Dec. 29, 2007
3,333 Dec. 29, 1999 Dec. 29, 2007
3,333 Dec. 29, 2000 Dec. 29, 2007
2. General Terms and Conditions of Option.
(a) The Option shall be subject to the following
restrictions on exercise:
i. The Option shall not be immediately exercisable.
The Option shall not be exercisable, in whole or in part,
prior to the expiration of one (1) year from the date of grant
except in the event of the Optionee's death, or after the
expiration of ten years from the date the Option was granted.
In no event may the Option be exercised prior to the
expiration of six (6) months from the date of grant. To the
extent that the Option is not exercised within the ten-year
period of exercisability, it shall expire as to the then
unexercised part.
ii. The 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 3, the 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.
(b) Written notice of an election to exercise any portion
of the Option, specifying the portion thereof being exercised and the exercised
date, shall be given by the Optionee, or his personal representative in the
event of the Optionee's death, (i) by delivering such notice at the principal
executive offices of the Company no later than the exercise date, or (ii) by
mailing such notice, postage prepaid, addressed to the Secretary of the Company
at the principal executive offices of the Company at least three business days
prior to the exercise date.
(c) The Option may be exercised only 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) by check or bank
draft, or 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, or by tendering a combination of cash
and Common Stock shares as aforesaid.
(d) In the event the Option shall be exercised in whole,
this agreement shall be surrendered to the Company for cancellation. In the
event the Option shall be exercised in part, or a change in the number or
designation of the Common Stock shall be made, this agreement shall be delivered
by the Optionee to the Company for the purpose of making appropriate notation
thereon, or of otherwise reflecting, in such manner as the Company shall
determine, the partial exercise or the change in the number or designation of
the Common Stock.
3. Termination of Service. The Option shall
terminate upon the termination, for any reason, of the Optionee's directorship
with the Company, and no shares may thereafter be purchased under such Option,
except as follows:
(a) Upon retirement as a director of the Company
after at least six years of service, the unexpired part of
the Option held by the Optionee shall, to the extent otherwise
exercisable on such date, remain exercisable, in whole or in
part, for a period of three (3) years following such
retirement.
(b) Upon termination of service as a director of the
Company by reason of death or disability, the unexpired part
of the Option held by the Optionee, or in the case of death,
the Optionee's executors, administrators, heirs or
distributors, as the case may be, shall become immediately
exercisable and shall remain exercisable, in whole or in part,
for a period of three (3) years after such termination.
Disability shall mean an inability as determined by the
Board of Directors of the Company ("Board") to perform duties
and services as a director of the Company by reason of a
medically determinable physical or mental impairment,
supported by medical evidence, which can be expected to last
for a continuous period of not less than six (6) months.
In the event the Option is exercised by the executors,
administrators, heirs or distributees of the estate of the deceased Optionee,
the Company shall be under no obligation to issue Common Stock thereunder unless
and until the Company is satisfied that the person or persons exercising the
Option are the duly appointed legal representative of the deceased Optionee's
estate or the proper legatees or distributees thereof.
In no event, however, may the Option be exercised (i) prior to
the expiration of six months from the date of grant, or (ii) after ten (10)
years from the date it was granted.
4. Change in Control. (a) Subject to the limitations set
forth in the last paragraph, in the event of a change in control of the Company,
(i) the Option shall immediately become exercisable in full, and (ii) the
Optionee shall have the right within one (1) year after such event to exercise
the Option in full.
(b) For purposes of this Section 4, a "change in
control" shall be deemed to have occurred if at any time on
or after the date hereof:
i. there shall be consummated:
(1) any consolidation or merger of the
Company in which the Company is not the continuing
or surviving corporation or pursuant to which
any shares of Common Stock are to be converted into
cash, securities or other property, provided that the
consolidation or merger is not with a
corporation which was a wholly-owned subsidiary of
the Company immediately before the consolidation or
merger; or
(2) any sale, lease, exchange or other
transfer (in one transaction or a series of
related transactions) of all, or
substantially all, of the assets of the
Company; or
ii. the shareholders of the Company approve
any plan or proposal for the liquidation or
dissolution of the Company; or
iii. any "person," including a "group" as
determined in accordance with Sections 13(d) and 14
(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), becomes the beneficial
owner (within the meaning of Rule 13d-3 under the
Exchange Act), directly or indirectly, of 33% or more
of the combined voting power of the Company's then
outstanding Common Stock, provided that such person,
immediately before it becomes such 33% or more
beneficial owner, is not (a) a wholly-owned
subsidiary of the Company or (b) an individual, or a
spouse or a child of such individual, that on March
12, 1994, owned greater than 20% of the combined
voting power of such Common Stock, or (c) a trust,
foundation or other entity controlled by an
individual or individuals described in Section
4(b)(3)(iii); or
iv. individuals who constitute the Board on March
12, 1994 (the "Incumbent Board") cease for any reason
to constitute at least a majority thereof, provided
that any person becoming a director subsequent to
March 12, 1994, whose election, or nomination for
election by the Company's shareholders, was approved
by a vote of at least three quarters of the directors
comprising the Incumbent Board (either by a specific
vote or by approval of the proxy statement of the
Company in which such person is named as a nominee
for director, without objection to such nomination)
shall be, for purposes of this clause iv, considered
as though such person were a member of the Incumbent
Board.
5. Transferring of Option. The Optionee's rights and
interest may not be assigned or transferred in whole or in part either directly
or by operation of law or otherwise (except in the event of the Optionee's
death, by will or the laws of descent and distribution), including, but not by
way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy
or in any other manner, and no such right or interest of the Optionee shall be
subject to any obligation or liability of the Optionee.
6. Option Rights. Neither the Optionee nor any other
person entitled to exercise the Option under the terms hereof shall be, or have
any of the rights or privileges of, a shareholder of the Company in respect of
any of the shares of Common Stock issuable on exercise of the Option, unless and
until the Option has been exercised pursuant to the terms hereof and the
purchase price for such shares shall have been paid in full.
7. Adjustment in the Event of Change in Stock. In the
event of changes in the outstanding Common Stock of the Company by reason of
stock dividends, reverse split, subdivision, recapitalizations, mergers,
consolidations (whether or not the Company is a surviving corporation),
split-ups, combinations or exchanges of shares, reorganization or liquidation,
an extraordinary dividend payable in cash or property, and the like, the number,
class and the price of shares of Common Stock subject to this outstanding Option
shall be appropriately adjusted by the Board, whose determination shall be
conclusive.
8. Administration of Option. (a) The Option shall be
exercised in accordance with such administrative regulations as the Board
shall from time to time reasonably adopt.
(b) If at any time the Board shall determine, in its
reasonable discretion, that the listing, registration or qualification of shares
upon any national securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with the exercise of this option
hereunder, the Option may not be exercised in whole or in part unless and until
such listing, registration, qualification, consent or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Board in the exercise of its reasonable judgment.
9. Investment Representation. The Board may require
the Optionee to furnish to the Company, prior to the issuance of any shares upon
the exercise of all or part of this Option, an agreement stating that the shares
acquired by him upon exercise are being acquired for investment and not with a
view to the sale or distribution hereof.
10. Governing Law. The Option, and this agreement shall
be construed, administered and governed in all respects under and by the laws of
the State of Delaware.
EXECUTED: December 29, 1997.
MASTEC, INC.
By: _________________________
Jorge Mas, Chairman of the Board,
President and Chief Executive Officer
The undersigned hereby accepts the foregoing Option and the
terms and conditions hereof.
-----------------------------
Joel-Tomas Citron