AMENDED AND RESTATED
DYCOM INDUSTRIES, INC.
2002 DIRECTORS RESTRICTED STOCK PLAN
(as amended effective as of December 13, 2006)
1. Definitions and Rules of Construction
(a) Definitions. For purposes of this Plan, the following capitalized
words shall have the meanings set forth below:
"2007 Service Period" means the period beginning on December
13, 2006 and ending on the day immediately preceding the fiscal 2007
annual shareholder meeting.
"Administrator" means the Board or any committee thereof as
designated by the Board.
"Annual Meeting" means an annual meeting of the Company's
stockholders.
"Award Document" means an agreement, certificate or other type
or form of document or documentation approved by the Administrator
which sets forth the terms and conditions of an award of Restricted
Stock pursuant to the Plan. An Award Document may be in written,
electronic or other media, may be limited to a notation on the books
and records of the Company and, unless the Administrator requires
otherwise, need not be signed by a representative of the Company or a
Participant.
"Board" means the Board of Directors of the Company, including
any directors who may be Participants.
"Common Stock" means the common stock of the Company, par
value $0.33-1/3 per share, or such other class of share or other
securities as may be applicable under Section 9(b) hereof.
"Company" means Dycom Industries, Inc., a Florida corporation,
or any successor to substantially all of its business that adopts the
Plan.
"Date of Grant" means the date on which a Non-Employee
Director is granted an award of Restricted Stock pursuant to this Plan.
"Disability" means any physical or mental injury or disorder
of a Participant which precludes the continued active service of a
Participant as a member of the Board and which is evidenced by a
determination by the Administrator that such Participant would be
eligible to receive disability benefits under the Company's long-term
disability plan.
"Effective Date" means the date set forth in Section 15
hereof.
"Eligible Compensation" means (i) any annual fee payable to a
Non-Employee Director for service on the Board, (ii) any other fee
determined on an annual basis and payable for service on, or for acting
as chairperson of, any committee of the Board, and (iii) any similar
annual fee or fees payable in respect of service on the board of
directors of any Subsidiary or any committee of any such board of
directors; provided, however, that "Eligible Compensation" shall not
include any per diem fees paid to a Non-Employee Director.
"Exchange Act" means the Securities and Exchange Act of 1934,
as amended, and the rules and regulations thereunder.
"Fair Market Value" means, with respect to a share of Common
Stock, the fair market value thereof as of the relevant date of
determination, as determined in accordance with a valuation methodology
approved by the Administrator. In the absence of any alternative
valuation methodology approved by the Administrator, the Fair Market
Value of a share of Common Stock shall be the closing price of a share
of Common Stock as reported on the composite tape for securities listed
on the New York Stock Exchange, or such other national securities
exchange as may be designated by the Administrator, or, in the event
that the Common Stock is not listed for trading on a national
securities exchange but is quoted on an automated system, on such
automated system, in any such case on the valuation date (or, if there
were no sales on the valuation date, the closing price of a share of
Common Stock as reported on said composite tape or automated system for
the most recent day during which a sale occurred).
"Non-Employee Director" means a director of the Company who is
not an officer or employee of the Company or any Subsidiary.
"Participant" means a Non-Employee Director who has been
granted an award of Restricted Stock under this Plan.
"Payment Date" means the date or dates on which the Eligible
Compensation is payable to a Non-Employee Director.
"Plan" means this Dycom Industries, Inc. 2002 Directors
Restricted Stock Plan, as described herein and as the same may be
amended or otherwise modified from time to time.
"Restricted Stock" means restricted shares of Common Stock
granted to a Non-Employee Director pursuant to Section 6 hereof and an
applicable Award Document. Unless expressly provided herein, the term
"Restricted Stock" shall include the term "Restricted Stock Unit".
"Restricted Stock Unit" means an award of units to receive a
specified number of shares of Common Stock pursuant to Section 7 hereof
and an applicable Award Document.
"Restriction Period" means, with respect to an award of
Restricted Stock (other than a Restricted Stock Unit) to a Participant,
the period of time during which such
Restricted Stock is subject to the restrictions hereof, commencing on
the Date of Grant and ending on the earlier to occur of (i) the
six-month anniversary of the Date of Grant and (ii) the termination of
such Participant's services as a Non-Employee Director due to death or
Disability.
"Service Period" means a twelve-month period commencing on
date of an applicable Annual Meeting or such other period as the
Administrator may specify from time to time. The first Service Period
shall commence on the 2002 Annual Meeting.
"Share Election" means, unless otherwise determined by the
Administrator, a Non-Employee Director's annual written election to
receive payment of a percentage of his Eligible Compensation in the
form of Restricted Stock, subject to the terms and conditions of this
Plan. Unless the Administrator determines otherwise, a Share Election
shall be irrevocable.
"Share Election Amount" means the U.S. dollar amount of
Eligible Compensation elected to be received in the form of Restricted
Stock by a Non-Employee Director, subject to the terms and conditions
of this Plan.
"Share Election Date" means, unless otherwise determined in
the sole discretion of the Administrator, the day immediately preceding
the commencement of a Service Period. If an individual first becomes
eligible to participate in the Plan after the start of a Service
Period, the Share Election Date shall be the thirtieth day following
such initial participation date.
"Share Election Form" means a document, in a form approved by
the Administrator, pursuant to which a Participant makes a Share
Election under the Plan.
"Shareholding Requirement" means the ownership of 7,500 shares
of Common Stock, subject to adjustment pursuant to Section 9(b) hereof.
"Subsidiary" means (i) a domestic or foreign corporation or
other entity with respect to which the Company, directly or indirectly,
has the power, whether through the ownership of voting securities, by
contract or otherwise, to elect at least a majority of the members of
such corporation's board of directors or analogous governing body, or
(ii) any other domestic or foreign corporation or other entity in which
the Company, directly or indirectly, has an equity or similar interest
and which the Board designates as a Subsidiary for purposes of this
Plan.
"Supplemental Annual Retainer" means, the supplemental annual
retainer fee paid to a Non-Employee Director for service to the Board
with respect to the 2007 Service Period.
(b) Rules of Construction. The masculine pronoun shall be deemed to
include the feminine pronoun and the singular form of a word shall be deemed to
include the plural form, unless the context requires otherwise. Unless the text
indicates otherwise, references to sections are to sections of the Plan.
2. Purpose of the Plan
The Plan is intended to encourage ownership of Common Stock by
Non-Employee Directors of the Company, upon whose judgment and interest the
Company is dependent for its successful operation and growth, in order to
increase their proprietary interest in the Company's success and to encourage
them to serve as directors of the Company.
The Plan is intended to comply with the terms and provisions of Rule
16b-3 promulgated under the Exchange Act. Any provision of the Plan or any Award
Document inconsistent with the terms of such Rule in effect shall be inoperative
and shall not affect the validity of the Plan, such Award Document or any other
provision thereof.
3. Administration
(a) Authority. Subject to the provisions of Section 16 hereof, the
Administrator shall have authority to interpret the provisions of the Plan, to
establish such rules and procedures as may be necessary or advisable to
administer the Plan and to make all determinations necessary or advisable for
the administration of the Plan, including, without limitation, factual and legal
determinations; provided, however, that no such interpretation or determination
shall change or affect the selection of persons eligible to receive an award of
Restricted Stock under the Plan, the number of shares authorized under the Plan
or the terms and conditions thereof. The interpretation and construction by the
Administrator of any provision of the Plan or of any Award Document shall be
final, binding and conclusive on all parties.
(b) Delegation. The Administrator may designate one or more employees
of the Company to carry out the day-to-day aspects of the Administrator's
responsibilities under such conditions as it may set.
4. Eligibility
Awards of Restricted Stock shall be granted pursuant to the provisions
hereof to persons who are Non-Employee Directors.
5. Plan Limit
Subject to Section 9(b) hereof, the Company is authorized to issue up
to 100,000 shares of Common Stock under the Plan (the "Plan Limit"). Such shares
may be authorized but unissued shares of Common Stock or reacquired shares of
Common Stock held in the treasury of the Company.
6. Director Compensation
(a) Generally. Each Non-Employee Director shall make a Share Election
as specified in this Section 6. A Non-Employee Director shall make a Share
Election, subject to the limitations set forth in Sections 6(b) and 6(c) hereof,
by completing, signing and submitting, prior to the commencement of a Service
Period, a Share Election in the form approved from time to time by the
Administrator.
(b) Non Attainment of Shareholding Requirement. With respect to a
Non-Employee Director who does not attain the Shareholding Requirement as of the
day immediately prior to the commencement of any applicable Service Period, such
Non-Employee Director shall make a Share Election to receive no less than 60% of
the Eligible Compensation payable to him during such applicable Service Period
in Restricted Stock or, with respect to the 2007 Service Period, Restricted
Stock Units, and the remainder of such Eligible Compensation shall be payable in
cash.
(c) Attainment of Shareholding Requirement. With respect to a
Non-Employee Director who attains the Shareholding Requirement as of the day
immediately prior to the commencement of any applicable Service Period, such
Non-Employee Director shall make a Share Election to receive no less than 25% of
the Eligible Compensation payable to him during such applicable Service Period
in Restricted Stock or, with respect to the 2007 Service Period, Restricted
Stock Units, and the remainder of such Eligible Compensation shall be payable in
cash; provided, however, that in the event that such Non-Employee Director fails
to satisfy the Shareholding Requirement prior to the commencement of any
subsequent Service Period, such Non-Employee Director shall make a Share
Election to receive no less than 60% of such applicable Eligible Compensation
payable to him during such Service Period in Restricted Stock or Restricted
Stock Units.
(d) Share Election. Before each Share Election Date applicable to a
Service Period, each Participant will be provided with a Share Election Form. A
Share Election Form submitted by a Non-Employee Director for an applicable
Service Period in accordance with such procedures to be determined by the
Administrator shall be deemed to be a continuing election for all subsequent
Service Periods, unless the Non-Employee Director completes, signs and submits a
subsequent Share Election Form with the Company prior to the Share Election Date
applicable to such Service Period. For each applicable Service Period, a
Non-Employee Director shall indicate on his Share Election Form, subject to the
limitations set forth in Section 6(b) and 6(c) hereof, the percentage of the
Eligible Compensation for the applicable Service Period to be paid in Restricted
Shares or Restricted Stock Units.
(e) Effect of No Share Election Form. A Non-Employee Director who does
not have a completed and signed Share Election Form on file with the Company
prior to the Share Election Date for an applicable Service Period will have 100%
of his Eligible Compensation paid in shares of Restricted Stock or Restricted
Stock Units (as applicable).
(f) Determination of Number of Shares of Restricted Stock or Restricted
Stock Units. The number of shares of Restricted Stock or Restricted Stock Units
(as applicable) to be awarded to a Non-Employee Director pursuant to this
Section 6 shall be determined by (i) dividing (x) the Share Election Amount as
of the Payment Date by (y) the Fair Market Value of a share of Common Stock as
of the Payment Date and (ii) rounding up to the nearest whole share of Common
Stock.
(g) Supplemental Annual Retainer Awarded in Restricted Stock Units.
Notwithstanding any provision contained herein to the contrary, 100% of the
Supplemental Annual Retainer shall be awarded to a Non-Employee Director in
Restricted Stock Units, regardless of whether such
Non-Employee Director has attained the Shareholding Requirement as of the day
immediately prior to the commencement of the 2007 Service Period.
7. Terms and Conditions of Restricted Stock Awards
(a) Generally. The terms and conditions of each award of Restricted
Stock shall be set forth in an Award Document, which shall contain terms and
conditions not inconsistent with this Plan.
(b) Nontransferability. (i) During the Restriction Period, shares of
Restricted Stock (other than Restricted Stock Units) shall not be assigned,
pledged, encumbered, or hypothecated to or in favor of or subject to any lien,
obligation, or liability of a Participant to any party other than the Company.
Restricted Stock or other rights of a Participant relating thereto shall not be
transferred by a Participant otherwise than by will or the laws of descent and
distribution. (ii) Restricted Stock Units shall not be assigned, pledged,
encumbered, or hypothecated to or in favor of or subject to any lien,
obligation, or liability of a Participant to any party other than Company.
Restricted Stock Units or other rights of a Participant relating thereto shall
not be transferred by a Participant otherwise than by will or the laws of
descent and distribution.
(c) Evidence of Ownership. (i) Each Participant receiving an award of
Restricted Stock (other than Restricted Stock Units) shall be issued a
certificate or certificates in respect of such Restricted Stock award at the
time of grant. Such certificate or certificates shall be registered in the name
of such Participant, and shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such award of Restricted Stock.
The Administrator may require, as a condition of any award of Restricted Stock,
that the Participant deliver a stock power, endorsed in blank, relating to the
Restricted Stock covered by such award. (ii) Participants receiving an award of
Restricted Stock Units shall not be issued a certificate or certificates in
respect of the shares underlying such award until such shares shall have been
issued to the Participant following the vesting date of the award. Upon
issuance, such certificate or certificates shall be registered in the name of
such Participant, and shall bear an appropriate legend referring to the
applicable terms, conditions and restrictions.
(d) Rights as Shareholder. (i) During the Restriction Period, each
Participant will be entitled to all rights of a stockholder of the Company,
including the right to vote the Restricted Stock (other than Restricted Stock
Units) and receive dividends declared on such shares of Restricted Stock. (ii)
Each Participant receiving an award of Restricted Stock Units shall have no
rights as a shareholder until shares underlying such award, if any, shall have
been issued to the Participant following the vesting date of the award, and
except as expressly provided herein, no adjustment shall be made for dividends
or distributions or other rights in respect of such award.
(e) Subject to Exchange Rules. Any and all awards of Restricted Stock
shall be subject to all applicable rules and regulations of any exchange on
which the Common Stock may then be listed.
(f) Right to Elect to Defer Restricted Stock Units. In accordance with
such procedures to be established by the Administrator from time to time, a
Participant may elect to defer receipt of all or any portion of the Restricted
Stock Units awarded in accordance with the terms of this Plan and any applicable
Award Document.
8. Tax Withholding
The Company or a Subsidiary, as appropriate, may require any individual
entitled to the issuance of shares of Common Stock pursuant to an award of
Restricted Stock to remit to the Company, prior to such payment, an amount
sufficient to satisfy any federal, state or local tax withholding requirements.
If the Company or a Subsidiary shall be required to withhold any amounts by
reason of any federal, state or local tax rules or regulations in respect of the
issuance of shares of Common Stock, the Participant shall pay to the Company or
make arrangements satisfactory to the Administrator regarding the payment of any
Federal, state or local taxes of any kind required by law to be withheld with
respect to such amounts. The Company or a Subsidiary shall also be entitled to
deduct and to withhold such amounts from any cash payments to be made to the
Participant. The obligations of the Company under the Plan shall be conditioned
upon such payment or arrangements and the Company shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Participant. The Administrator may establish such rules and
procedures, including, without limitation, any rules or procedures necessary to
comply with Rule 16b-3, as it may deem necessary or advisable in connection with
the withholding of taxes relating to any Restricted Stock Award.
9. No Restriction on Right of Company to Effect Corporate Changes
(a) Authority of the Company and Stockholders. The existence of the
Plan, the Award Documents and the award of Restricted Stock granted hereunder
shall not affect or restrict in any way the right or power of the Company or the
stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Common Stock or the rights thereof or which are convertible into or
exchangeable for Common Stock, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.
(b) Change in Capitalization. Notwithstanding any provision of the Plan
or any Award Document, the number and kind of shares authorized for issuance
under Section 5 hereof may be equitably adjusted in the sole discretion of the
Administrator in the event of a stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, extraordinary dividend, split-up,
spin-off, combination, exchange of shares, warrants or rights offering to
purchase Common Stock at a price substantially below Fair Market Value or other
similar corporate event affecting the Common Stock in order to preserve, but not
increase, the benefits or potential benefits intended to be made available under
the Plan. In addition, upon the occurrence of any of the foregoing events, the
number and kind of shares subject to any outstanding awards of Restricted Stock
may be equitably adjusted (including by payment of cash to a Participant) in the
sole discretion of the Administrator in order to preserve the benefits or
potential benefits
intended to be made available to Participants granted awards of Restricted
Stock. Such adjustments shall be made by the Administrator, in its sole
discretion, whose determination as to what adjustments shall be made, and the
extent thereof, shall be final. Unless otherwise determined by the
Administrator, such adjusted awards of Restricted Stock shall be subject to the
same restrictions to which the underlying award of Restricted Stock is subject.
10. Securities Law Restrictions
All certificates for shares of Restricted Stock delivered under the
Plan shall be subject to such stock-transfer orders and other restrictions as
the Administrator may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission and any exchange upon
which the Common Stock is then listed, and any applicable Federal or state
securities law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions. No shares
of Common Stock shall be issued hereunder unless the Company shall have
determined that such issuance is in compliance with, or pursuant to an exemption
from, all applicable Federal and state securities laws.
11. Exchange Act
Notwithstanding anything contained in the Plan or any agreement under
the Plan to the contrary, if the consummation of any transaction under the Plan,
or the taking of any action by the Committee in connection with a change of
control of the Company, would result in the possible imposition of liability on
a Participant pursuant to Section 16(b) of the Exchange Act, the Administrator
shall have the right, in its sole discretion, but shall not be obligated, to
defer such transaction or the effectiveness of such action to the extent
necessary to avoid such liability, but in no event for a period longer than 180
days.
12. No Right to Continue as a Director
Nothing in the Plan or in any award of Restricted Stock granted under
the Plan shall confer (or be deemed to confer) any right in any Participant to
continue as a director of the Company or any Subsidiary or shall interfere in
any way with the right of the Board or the stockholders of the Company, or the
board of directors or stockholders (including the Company) of any Subsidiary, to
terminate such status at any time, with or without cause and with or without
notice, except as otherwise provided by the certificate of incorporation or
by-laws of the Company or such Subsidiary or applicable law.
13. Awards to Individuals Subject to Non-U.S. Jurisdictions
To the extent that awards of Restricted Stock under the Plan are
granted to individuals who are domiciled or resident outside of the United
States or to persons who are domiciled or resident in the United States but who
are subject to the tax laws of a jurisdiction outside of the United States, the
Administrator may, in its sole discretion, adjust the terms of the Restricted
Stock granted hereunder to such person to comply with the laws of such
jurisdiction. The authority granted under the previous sentence shall include
the discretion for the Administrator to adopt, on behalf of the Company, one or
more sub-plans applicable to separate classes of Participants who are subject to
the laws of jurisdictions outside of the United States
14. Term of the Plan
Unless earlier terminated pursuant to Section 16 hereof, the Plan shall
terminate on the tenth anniversary of the Effective Date, except with respect to
awards of Restricted Stock then outstanding.
15. Effective Date
The Plan shall become effective upon its approval by the stockholders
of the Company at the 2002 Annual Meeting.
16. Amendment and Termination
The Plan may be terminated and may be modified or amended by the Board
at any time and from time-to-time; provided, however, that (i) no modification
or amendment shall be effective without stockholder approval if such approval is
required by law or under the rules of New York Stock Exchange or the stock
exchange on which the shares are listed, and (ii) no such termination,
modification, or amendment of the Plan shall adversely alter or affect the terms
of any then outstanding awards of Restricted Stock previously granted hereunder
without the consent of the holder thereof.
17. Governing Law
The Plan and all agreements entered into under the Plan shall be
construed in accordance with and governed by the laws of the state of Florida
and without giving effect to principles of conflicts of laws.
18. Unfunded Plan
The Plan is intended to constitute an unfunded plan for incentive
compensation. With respect to any payments not yet made to a Participant by the
Company, nothing contained herein shall give any such Participant any rights
that are greater than those of a general creditor of the Company. In its sole
discretion, the Administrator may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver
Restricted Stock hereunder.