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Exhibit 10.8
DYCOM INDUSTRIES, INC.
4440 PGA Boulevard / Palm Beach Gardens, Florida 33410-6542
First Union Center / Suite 600 / Telephone (561) 627-7171
Steven E. Nielsen
President and COO
November 3, 1998
VIA FEDEX (OVERNIGHT PRIORITY)
Mr. Robert J. Gluck
3150 Equestrian Drive
Boca Raton, Florida 33434
Dear Bob:
On behalf of Dycom Industries, Inc., I am pleased to extend you an offer to
join our company as Executive Vice President of Finance and Administration. In
this role, you will report directly to me and will serve as Dycom's Chief
Administrative Officer. I will ask you to assume control of our headquarters
staff functions and all the personnel assigned thereto. This includes, but is
not necessarily limited to, finance, information systems, legal, audit, and
human resources. Further, I will ask you to work closely with Mr. Pledger and
me on all our business strategy and planning issues.
Compensation for this position will be as follows:
BASE SALARY: $200,000 per year
PERFORMANCE BONUS: Year-end bonuses are based on both company
and individual performance. Presently, the
performance bonuses for the individuals
assigned to corporate headquarters are
discretionary and determined by Mr. Pledger
and me with the advice and counsel of the
appropriate subordinate managers. We arrive
at the bonus numbers after the close of
each fiscal year, which occurs on July
31st. Checks are normally distributed prior
to October 15. In future years, you will be
an integral part of this process.
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Your own bonus for the twelve months ending
October 31, 1999 will be no less than
$60,000.00, irrespective of aggregate or
individual performance issues. Of that
total, $45,000.00 will be paid as part of
the normal fiscal year 1999 bonus cycle,
with the remaining $15,000.00 paid no later
than November 15, 1999. In all future
years, of course, your bonus, as both Mr.
Pledger's and mine are, will be tied to
multiple measures of performance.
EQUITY: Options to purchase shares of Dycom
Industries stock are usually awarded on a
yearly basis to select executives,
managers, and other contributors to the
company's performance. These awards are
based on both company and individual
performance. Presently, these awards are
discretionary and determined by Mr. Pledger
and me with the advice and counsel of the
appropriate subordinate managers. We arrive
at these equity awards after the close of
each fiscal year, and the options are
usually distributed in the fall. In future
years, again, you will be an integral part
of this process.
Your own equity opportunity, however, will
begin when you officially join our company
and will entail a grant of options to
purchase 25,000 shares of Dycom Industries
stock. For legal and regulatory reasons,
the actual grant to options to you will be
made at the Board of Directors' meeting in
November 1998 and will be based on the then
current market price of the stock. You will
be eligible for an additional grant of
options to purchase Dycom Industries stock
at the conclusion of fiscal year 1999 (i.e.
the fall of 1999) and at the conclusion of
every year thereafter as long as you are an
employee of Dycom Industries.
Options to purchase Dycom Industries stock
vest over the course of four (4) years at
the rate of 25% of the awarded options per
year. In other words, 25% of your initial
award will vest at the end of year one, 25%
at the end of year two, 25% at the end of
year three, and the final 25% at the end of
year four. All vested options are
exercisable for a term of ten (10) years
from the date of grant.
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Finally, should your employment with Dycom Industries, Inc. be terminated for
any reason other than cause during your first full year with the company, you
will receive either the guaranteed cash balance remaining on this contract
(i.e., the remainder of your salary for the first year plus the guaranteed
portion of your bonus, both defined above) or six months worth of base salary
plus the guaranteed portion of your bonus, whichever is greater.
You will be eligible for all corporate benefits in accordance with standard
corporate policy.
Tom Pledger and I are truly excited about the prospect of having you on our
team, and I look forward to your starting in the near future. In this regard,
I'm thinking that a start date of no later than November 23, 1998 is
appropriate.
I look forward to hearing from you.
Best regards,
DYCOM INDUSTRIES, INC.
Steven Nielsen, President
SEN/je
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