DYCOM INDUSTRIES INC
EX-10.6 1/2/2004 STOCK AGREEMENT - NIELSEN
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>4
<FILENAME>g87614exv10w6.txt
<DESCRIPTION>EX-10.6 1/2/2004 STOCK AGREEMENT - NIELSEN
<TEXT>
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                                                                    Exhibit 10.6


                           RESTRICTED STOCK AGREEMENT

                  THIS AGREEMENT, dated as of the 2nd day of January 2004,
between DYCOM INDUSTRIES, INC., a Florida corporation (the "COMPANY"), and
STEVEN NIELSEN (the "PARTICIPANT").

                  WHEREAS, the Participant is the President and Chief Executive
Officer of the Company and, pursuant to the 2003 Amended and Restated Employment
Agreement between the Company and the Participant, as may be amended from time
to time (the "EMPLOYMENT AGREEMENT"), the Company grants to the Participant
100,000 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"), subject to the terms and conditions
hereinafter set forth;

                  NOW, THEREFORE, in consideration of the covenants and
agreements herein contained, the parties hereto agree as follows:

         1. DEFINITIONS; INCORPORATION OF PLAN TERMS.

                  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 Agreement 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 Agreement, the Plan
shall govern. The date of grant with respect to the Restricted Stock shall be
January 2nd, 2004 (the "GRANT DATE").

         2. GRANT OF RESTRICTED STOCK.

                  Subject to the terms and conditions contained herein and in
the Plan, the Company hereby grants 100,000 shares of Restricted Stock to the
Participant as of the Grant Date.

         3. VESTING OF RESTRICTED STOCK.

                  Unless previously vested or forfeited in accordance with the
terms of the Plan or this Award Agreement, the Restricted Stock shall vest and
become non-forfeitable over a period of four years: twenty-five percent of the
Restricted Stock will vest on December 31, 2004 and an additional twenty-five
percent will vest on each of December 31, 2005, December 31, 2006 and December
31, 2007; PROVIDED that the Participant remains in the employ of the Company
through such dates.

                  Except to the extent otherwise provided by the Plan or this
Award Agreement, in the event the Participant's employment is terminated on or
before December 31, 2004, (i) because of death, (ii) by reason of disability (as
defined in paragraph 5(b) of the Employment Agreement), (iii) by the Company for
any reason other than for Cause (as defined in paragraph 5(a) of the Employment
Agreement) or (iv) by the Participant for Good Reason (as defined in paragraph

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5(c) of the Employment Agreement), then Twenty-Five Thousand (25,000) of the
restricted shares granted hereunder shall be deemed to be immediately and fully
vested and all restrictions on such restricted shares shall lapse on the date of
such termination or resignation.

         4. TERMINATION OF EMPLOYMENT.

                  Except to the extent otherwise provided by the Plan or this
Award Agreement, in the event of the Participant's termination of employment for
any reason, the Participant shall immediately forfeit all unvested Restricted
Stock as of the date of such termination.

         5. CHANGE IN CONTROL.

                  In the event that the Participant's employment is terminated
without Cause or he resigns for Good Reason during the 13-month period
commencing on the date of a Change of Control, all unvested Restricted Stock
shall immediately and fully vest and all restrictions shall lapse. For purposes
of this Paragraph 5, "Change in Control" shall have the meaning set forth in
paragraph 5(c) of the Employment Agreement.

         6. NONTRANSFERABILITY OF THE RESTRICTED STOCK.

                  Unless determined otherwise by the Committee, Restricted Stock
may not be sold, pledged, assigned, hypothecated, transferred or disposed of in
any manner other than by will or by the laws of descent or distribution or
pursuant to a "qualified domestic relations order" as defined in the Internal
Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income
Security Act of 1974, as amended, and the rules and regulations thereunder,
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
Agreement. 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.

         7. RIGHTS AS A STOCKHOLDER.

                  The Participant shall have, with respect to the Restricted
Stock, all of the rights of a stockholder of the Company, including, if
applicable, the right to vote the Restricted Stock and to receive any cash
dividends, subject to the restrictions set forth in the Plan and this Award
Agreement.

         8. DIVIDENDS AND DISTRIBUTIONS.

                  Any Common Stock or other securities of the Company received
by the Participant as a result of a distribution to holders of Restricted Stock
or as a dividend on the Restricted Stock shall be subject to the same
restrictions as such Restricted Stock, and all references to Restricted Stock
hereunder shall be deemed to include such Common Stock or other securities.

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         9. ISSUANCE OF CERTIFICATES.

                  The Participant shall be issued four certificates in respect
of the Restricted Stock at the Grant Date, each certificate representing
twenty-five percent (25%) of the Common Stock covered by the award of Restricted
Stock. Such certificates shall be held in custody by the Company until the
restrictions thereon shall have lapsed and the Participant shall deliver a stock
power, endorsed in blank, relating to the Restricted Stock.

         10. TAXES AND WITHHOLDINGS.

                  No later than the date as of which an amount first becomes
includable in the gross income of the Participant for applicable income tax
purposes with respect to Restricted Stock, the Participant shall pay to the
Company or make arrangements satisfactory to the Committee regarding payment of
any federal, state or local taxes of any kind required by law to be withheld
with respect to such amount.

                  Unless otherwise determined by the Committee, in accordance
with rules and procedures established by the Committee, the minimum required
withholding obligations may be settled with Common Stock, including Common Stock
that is part of the Award that gives rise to the withholding requirement. The
obligation of the Company under this Award Agreement shall be conditional 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.

         11. NOTICES.

                  All notices and other communications under this Award
Agreement shall be in writing and shall be given by hand delivery to the other
party or by facsimile, overnight courier, or registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:

                  If to the Participant: at the last known address on record at
the Company.

                  If to the Company:   Michael K. Miller, Esquire
                                       General Counsel and Secretary
                                       Dycom Industries, Inc.
                                       4440 PGA Boulevard, Suite 500
                                       Palm Beach Gardens, Florida 33410-6542

or to such other address or facsimile number as any party shall have furnished
to the other in writing in accordance with this Paragraph 11. Notice and
communications shall be effective when actually received by the addressee.

         12. SUCCESSOR.

                  Except as otherwise provided hereunder, this Award Agreement
shall be binding upon and shall inure to the benefit of any successor or
successors of the Company, and to any transferee or successor of the Participant
pursuant to Paragraph 6.

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         13. GOVERNING LAW.

                  The interpretation, performance and enforcement of this Award
Agreement shall be governed by the laws of the State of Florida without
reference to principles of conflict of laws, as applied to contracts executed in
and performed wholly within the State of Florida.

         14. SEVERABILITY.

                  If any provision of this Award Agreement shall be held illegal
or invalid for any reason, such illegality or invalidity shall not affect the
remaining provisions of this Award Agreement, but this Award Agreement shall be
construed and enforced as if such illegal or invalid provision had never been
included herein.


         15. NO RESTRICTION ON RIGHT OF COMPANY TO EFFECT CORPORATE CHANGES.

                  Neither the Plan nor this Award Agreement shall affect or
restrict in any way the right or power of the Company or its shareholders to
make or authorize any adjustment, recapitalization, reorganization or other
change in the capital structure or business of the Company, or any merger or
consolidation of the Company, or 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 the assets or business 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.

         16. EXCHANGE ACT.

                  Notwithstanding anything contained in the Plan or this Award
Agreement to the contrary, if the consummation of any transaction under the Plan
or this Award Agreement would result in the possible imposition of liability on
the Participant pursuant to Section 16(b) of the Exchange Act, the Committee
shall have the right, in its sole discretion, but shall not be obligated, to
defer such transaction to the extent necessary to avoid such liability, but in
no event for a period in excess of 180 days.

         17. AMENDMENT.

                  This Award Agreement may not be modified, amended or waived
except by an instrument in writing signed by both parties hereto. The waiver by
either party of compliance with any provision of this Award Agreement shall not
operate or be construed as a waiver of any other provision of this Award
Agreement, or of any subsequent breach by such party of a provision of this
Award Agreement.

         18. CLAIM TO AWARDS AND EMPLOYMENT RIGHTS.

                  The Participant shall not have any claim or right to receive
or be eligible to receive any additional Awards under the Plan. Neither the Plan

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nor this Award Agreement nor any action taken or omitted to be taken hereunder
or thereunder shall be deemed to create or confer on the Participant any right
to be retained in the employ of the Company or to interfere with or to limit in
any way the right of the Company to terminate the employment of the Participant
at any time.

         19. ENTIRE AGREEMENT.

                  This Award Agreement and the Plan set forth the entire
agreement and understanding between the parties hereto with respect to the
matters covered herein, and supersede all prior agreements and understandings
concerning such matters. This Award Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same agreement. The headings
of sections and subsections herein are included solely for convenience of
reference and shall not affect the meaning of any of the provisions of this
Award Agreement.

         IN WITNESS WHEREOF, the Company has caused this Award Agreement to be
executed by its duly authorized officer and the Participant has executed this
Award Agreement, both as of the day and year first above written.

                                     DYCOM INDUSTRIES, INC.


                                     By:  /s/ Michael K. Miller
                                          ------------------------------
                                     Name:  Michael K. Miller
                                     Title:  General Counsel and Secretary



                                     /s/ Steven Nielsen
                                     -----------------------------------
                                     Steven Nielsen


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