exv10w32



 





Exhibit 10.32









EMPLOYMENT AGREEMENT




      THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of February 1, 2004
(the “Hire Date”), by and between MASTEC, INC., a Florida corporation (the
“Company”), and MICHAEL G. NEARING (“Employee”).



Recitals




      The Company desires to employ Employee and Employee desires to be employed by the Company on
the terms and subject to the conditions set forth in this Agreement.



      ACCORDINGLY, in consideration of the mutual covenants and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and adequacy of which are
acknowledged, the Company and Employee agree as follows:



Terms




      1. Employment. The Company employs Employee and Employee accepts such employment and
agrees to perform the services specified in this Agreement, upon the terms and subject to the
conditions set forth in this Agreement.



      2. Term.



      General. The term of Employee’s employment under this Agreement will be from
the Hire Date to through January 31, 2006, unless earlier terminated in accordance with this
Agreement (the “Term”).



      3. Duties.



          a. Position. During the Term, Employer will serve as Executive Vice President and
General Counsel of the Company. Subject to the direction of the Chief Executive Officer (CEO),
Employee will perform all duties commensurate with his position and as may otherwise be assigned to
him by the CEO or the Board of Directors of the Company. If requested by the Company, Employee
will serve as an officer or director of any subsidiary of the Company, without additional
compensation; provided however, that if Employee is asked to serve as a director of any subsidiary
of the Company, Employee may resign or refuse to accept such appointment without causing a breach
of this Agreement by Employee. If asked to serve as an officer or director of a subsidiary of the
Company, Employee will be provided those officer and director indemnifications provided to other
officers and directors of the Company and any such subsidiary.




          b. Full Time and Attention. During the Term, Employee will devote his full business
time and energies to the business and affairs of the Company and will use his best efforts, skills
and abilities solely to promote the interests of the Company and to diligently and competently
perform his duties, all in a manner in compliance with all applicable laws and regulations and in
accordance with applicable policies and procedures adopted or amended from time to time by the
Company, including, without limitation, the 2000 Personal Responsibility Code, a copy of which
Employee acknowledges having received. Employee’s primary place of employment shall be at the
Company’s primary place of business in Miami-Dade County, Florida; however, Employee agrees and
acknowledges that a material part of the time devoted to his duties and position hereunder will
require that Employee travel on behalf of the Company.




      4. Compensation and Benefits.



          a. Base Salary




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                  (i) During the Term, Employee will be paid, as compensation for services rendered pursuant to
this Agreement and Employee’s observance and performance of all of the provisions of this
Agreement, the amount of Three Hundred Thousand and No/100 Dollars ($300,000.00) per annum (the
“Base Salary”). The Base Salary will be payable in accordance with the normal payroll
procedures of the Company as in effect from time to time.



                  (ii) Base Salary for each year of the Term shall be adjusted to reflect any increase in the
cost of living. The Company and the Employee agree to adopt as a standard for measuring the cost
of living the Consumer Price Index for all Urban Consumers (1982-84=100) issued by the Bureau of
Labor Statistics of the United States Department of Labor (“CPI”). The CPI index figure for the
first month of the Term shall be defined as the “Basic Standard.” The CPI index figure for the
last month of each year (i.e., June) of the Term shall be defined as the “ New Index Figure.” Base
Salary for each year of the Term (the “New Base Salary”) shall be determined by multiplying
the Base Salary for the immediately preceding Year of the Term by a fraction, the numerator of
which shall be the New Index Figure and the denominator of which shall be the Basic Standard. The
New Base Salary for each year of the Term shall be effective on July 15 of the applicable year of
the Agreement.



	 	 	 	 	 	 	 	 	 
	Base Salary

	 	x
	 	New Index Figure
	 	=
	 	New Base Salary
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Basic Standard	 	 	 	 






          b. Benefits. During the Term, Employee will be entitled to participate in or benefit
from, in accordance with the eligibility and other provisions thereof, such life, health, medical,
accident, dental and disability insurance and such other benefit plans as the Company may make
generally available to, or have in effect for, other employees of the Company at the same general
level as Employee. The Company retains the right to terminate or amend any such plans from time to
time in its sole discretion.




          c. Performance Bonus. Employee shall be entitled to participate in the Company’s
bonus plan for senior management (the “SMBP”).




          d. Expenses. The Company will reimburse Employee, in accordance with the Company’s
expense reimbursement policies as may be established from time to time by the Company, for all
reasonable travel and other expenses actually incurred or paid by him during the Term in the
performance of his services under this Agreement, upon presentation of expense statements or
vouchers or such other supporting information as the Company may require.




          e. Withholding. All payments under this Agreement will be subject to applicable taxes
and required withholdings.




      5. Representations of Employee. Employee represents and warrants that he is not, (i)
a party to any enforceable employment agreement or other arrangement, whether written or oral, with
any past employer, that would prevent or restrict Employee’s employment with the Company; (ii) a
party to or bound by any agreement, obligation or commitment, or subject to any restriction,
including, but not limited to, confidentiality agreements, restrictive covenants or non-compete and
non-solicitation covenants, except for agreements with the Company or its affiliates; or (iii)
involved with any professional endeavors which in the future may possibly adversely affect or
interfere with the business of the Company, the full performance by Employee of his duties under
this Agreement or the exercise of his best efforts hereunder.



6. Confidentiality.




          a. Confidentiality of this Agreement. Employee acknowledges that the provisions of
this Agreement are highly confidential and that disclosure of this Agreement or its terms would be
extremely prejudicial to the Company. Accordingly, neither the Company nor Employee will disclose
the terms of this Agreement to any other person or entity (other than immediate family and
financial and legal advisors with a need-to-know and who agree to the confidentiality provisions of
this Agreement) without the prior written consent of the other party, except that (i) the Company
may disclose this Agreement or its terms if in the reasonable opinion of counsel for the Company
such disclosure is required by applicable law or regulation; and, (ii) Employee may disclose this
Agreement in court filings or pleadings by Employee to enforce its terms and conditions or as
otherwise may be necessary to comply with the




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requirements of law, after providing the Company with not less than five (5) days prior
written notice of Employee’s intent to disclose.




          b. Confidential Information. Employee acknowledges that as a result of his employment
with the Company, Employee will gain knowledge of, and access to, proprietary and confidential
information and trade secrets of the Company and its subsidiaries and affiliates, including,
without limitation, (1) the identity of customers, suppliers, subcontractors and others with whom
they do business; (2) their marketing methods and strategies; (3) contract terms, pricing, margin,
cost information and other information regarding the relationship between them and the persons and
entities with which they have contracted; (4) their services, products, software, technology,
developments, improvements and methods of operation; (5) their results of operations, financial
condition, projected financial performance, sales and profit performance and financial
requirements; (6) the identity of and compensation paid to their employees, including Employee; (7)
their business plans, models or strategies and the information contained therein; (8) their
sources, leads or methods of obtaining new business; and (9) all other confidential information of,
about or concerning the business of the Company and its subsidiaries and affiliates (collectively,
the “Confidential Information”). Employee further acknowledges that such information, even
though it may be contributed, developed or acquired by Employee, and whether or not the foregoing
information is actually novel or unique or is actually known by others, constitutes valuable assets
of the Company developed at great expense which are the exclusive property of the Company or its
subsidiaries and affiliates. Accordingly, Employee will not, at any time, either during or
subsequent to the Term, in any fashion, form or manner, directly or indirectly, (i) use, divulge,
disclose, communicate, provide or permit access to any person or entity, any Confidential
Information of any kind, nature or description, or (ii) remove from the Company’s or its
subsidiaries’ or affiliates’ premises any notes or records relating thereto, or copies or
facsimiles thereof (whether made by electronic, electrical, magnetic, optical, laser acoustic or
other means) except in the case of both (i) and (ii), (A) as reasonably required in the performance
of his services to the Company under this Agreement, (B) to responsible officers and employees of
the Company who are in a contractual or fiduciary relationship with the Company and who have a need
for such information for purposes in the best interests of the Company, (C) for such information
which is or becomes generally available to the public other than as a result of an unauthorized
disclosure by Employee, and (D) or as otherwise necessary to comply with the requirements of law,
after providing the Company with not less than five (5) days prior written notice of Employee’s
intent to disclose. Employee acknowledges that the Company would not enter into this Agreement
without the assurance that all Confidential Information will be used for the exclusive benefit of
the Company.




          c. Return of Confidential Information. Upon request by the Company, Employee will
promptly deliver to the Company all drawings, manuals, letters, notes, notebooks, reports and
copies thereof, including all originals and copies contained in computer hard drives or other
electronic or machine readable format, all Confidential Information and other materials relating to
the Company’s business, including, without limitation, any materials incorporating Confidential
Information, which are in Employee’s possession or control.




      7. Intellectual Property. Any and all material eligible for copyright or trademark
protection and any and all ideas and inventions (“Intellectual Property”), whether or not
patentable, in any such case solely or jointly made, developed, conceived or reduced to practice by
Employee (whether at the request or suggestion of any officer or employee of the Company or
otherwise, whether alone or in conjunction with others, and whether during regular hours of work or
otherwise) during the Term which arise from the fulfillment of Employee’s duties hereunder and
which may be directly or indirectly useful in the business of the Company will be promptly and
fully disclosed in writing to the Company. The Company will have the entire right, title and
interest (both domestic and foreign) in and to such Intellectual Property, which is the sole
property of the Company. All papers, drawings, models, data and other materials relating to any
such idea, material or invention will be included in the definition of Confidential Information,
will remain the sole property of the Company, and Employee will return to the Company all such
papers, and all copies thereof, including all originals and copies contained in computer hard
drives or other electronic or machine readable format, upon the earlier of the Company’s request
therefor, or the expiration or termination of Employee’s employment hereunder. Employee will
execute, acknowledge and deliver to the Company any and all further assignments, contracts or other
instruments the Company deems necessary or expedient, without further compensation, to carry out
and effectuate the intents and purposes of this Agreement and to vest in the Company each and all
of the rights of the Company in the Intellectual Property.



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      8. Covenants.



          a. Non-Competition and Non-Solicitation. Employee acknowledges and agrees that the
Company’s and its subsidiary and affiliated companies’ (collectively, the “Companies”)
telecommunications infrastructure services businesses (the “Business”) are conducted
throughout the United States of America and the Commonwealth of Canada. Until one (1) year
following the date of the termination of Employee’s employment with the Company (the “Period of
Non-Competition”) and within the United States of America and the Commonwealth of Canada
(including their possessions, protectorates and territories, the “Territory”), Employee will not
(whether or not then employed by the Company for any reason), without the Company’s prior written
consent:




                  (i) directly or indirectly own, manage, operate, control, be employed by, act as agent,
consultant or advisor for, or participate in the ownership, management, operation or control of, or
be connected in any manner through the investment of capital, lending of money or property,
rendering of services or otherwise, with, any business of the type and character engaged in and
competitive with the Company in the Business. For these purposes, ownership of securities of one
percent (1%) or less of any class of securities of a public company will not be considered to be
competition with the Business;



                  (ii) solicit, persuade or attempt to solicit or persuade or cause or authorize directly or
indirectly to be solicited or persuaded any existing customer or client, or potential customer or
client to which the Companies have made a presentation or with which the Companies have been having
discussions, to cease doing business with or decrease the amount of business done with or not to
hire the Companies, or to commence doing Business with or increase the amount of Business done with
or hire another company;



                  (iii) solicit, persuade or attempt to solicit or persuade or cause or authorize directly or
indirectly to be solicited or persuaded the business of any person or entity that is a customer or
client of the Companies, or was their customer or client within two (2) years prior to cessation of
Employee’s employment by any of the Companies or any of their subsidiaries, for the purpose of
competing with the Company in the Business; or



                  (iv) solicit, persuade or attempt to solicit or persuade, or cause or authorize directly or
indirectly to be solicited or persuaded for employment, or employ or cause or authorize directly or
indirectly to be employed, on behalf of Employee or any other person or entity, any individual who
is or was at any time within six (6) months prior to cessation of Employee’s employment by the
Companies, an employee of any of the Companies.



      If Employee breaches or violates any of the provisions of this Section 8, the running
of the Period of Non-Competition (but not of any of Employee’s obligations under this Section
8) will be tolled with respect to Employee during the continuance of any actual breach or
violation. In addition to any other rights or remedies the Company may have under this Agreement
or applicable law, the Company will be entitled to receive from Employee reimbursement for all
attorneys’ and paralegal fees and expenses and court costs incurred by the Companies in enforcing
this Agreement and will have the right and remedy to require Employee to account for and pay over
to the Company all compensation, profits, monies, accruals or other benefits derived or received,
directly or indirectly, by Employee from the action constituting a breach or violation of this
Section 8.



          b. Exceptions. Telecommunications operators (such as Sprint, MCI, AT&T) cable companies and
other non construction or installation customers of the Company shall not be considered engaged in
and competitive with the Business.




      9. Reasonable Restrictions. The parties acknowledge and agree that the restrictions
set forth in Sections 6, 7 and 8 of this Agreement are reasonable
for the purpose of protecting the value of the business and goodwill of the Companies. It is the
desire and intent of the parties that the provisions of Sections 6, 7 and
8 be enforced to the fullest extent permissible under the laws and public policies applied
in each jurisdiction in which enforcement is sought. If any particular provisions or portions of
Sections 6, 7 and 8 are adjudicated to be invalid or unenforceable,
then such section will be deemed amended to delete such provision or portion adjudicated to be
invalid or unenforceable; provided, however, that such amendment is to apply only with the respect
to the operation of such section in the particular jurisdiction in which such adjudication is made.



      10. Breach or Threatened Breach. The parties acknowledge and agree that the
performance of the obligations under Sections 6, 7 and 8 by Employee are
special, unique and extraordinary in character, and that in the event of the breach or threatened
breach by Employee of the terms and conditions of Sections 6, 7 or 8, the
Companies



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will suffer irreparable injury and that monetary damages would not provide an adequate remedy
at law and that no remedy at law may exist. Accordingly, in the event of such breach or threatened
breach, the Company will be entitled, if it so elects and without the posting of any bond or
security, to institute and prosecute proceedings in any court of competent jurisdiction, in law and
in equity, to obtain damages for any breach of Sections 6, 7 or 8 or to
enforce the specific performance of this Agreement by Employee or to enjoin Employee from breaching
or attempting to breach Sections 6, 7 or 8. In the event the Company
believes that the Employee has breached Employee’s obligations under Sections 6, 7 or 8, or
threatens to do so, it shall promptly provide the Employee written notice of such belief setting
forth the basis for its belief and, (unless under exigent circumstances, as determined by the
Company at its sole discretion, it would harm the Company to delay the institution of legal
proceedings) five (5) business days to respond to the notice, prior to the initiation of legal
proceedings.



      11. Termination. This Agreement and Employee’s employment under this Agreement may be
terminated upon the occurrence of any of the events described in, and subject to the terms of, this
Section 11:



          a. Death. Immediately and automatically upon the death of Employee.




          b. Disability. At the Company’s option, immediately upon written notice if Employee
suffers a “permanent disability,” meaning any incapacity, illness or disability of Employee
which renders Employee mentally or physically unable to perform his duties under this Agreement for
a continuous period of sixty (60) days, or one hundred twenty (120) days (whether or not
consecutive), during the Term, as reasonably determined by the Company.




          c. Termination for Cause. At the Company’s option, immediately upon notice to
Employee, upon the occurrence of any of the following events (each “Cause”), (i) Employee
being convicted of any felony (whether or not against the Company or its subsidiaries or
affiliates); (ii) a material failure of Employee to perform Employee’s responsibilities after ten
(10) days’ written notice given by an Executive Officer to Employee, which notice shall identify
the Employee’s failure in sufficient detail and grant Employee an opportunity to cure such failure
within such ten (10) day period (“Notice”); (iii) a breach by Employee of any of his obligations
under Sections 6, 7 or 8; (iv) any material act of dishonesty or other misconduct by
Employee against the Company or any of its subsidiaries or affiliates; (v) a material violation by
Employee of any of the policies or procedures of the Company or any of its subsidiaries or
affiliates, including without limitation the 2000 Personal Responsibility Code, provided, however,
that if such violation is curable, then Employee will be given ten (10) days’ written Notice and
the opportunity to cure such violation; or (vi) Employee voluntarily terminates this Agreement or
leaves the employ of the Company or its subsidiaries or affiliates for any reason, other than Good
Reason.




          d. Termination Without Cause. At the Company’s option for any reason, or no reason,
upon five (5) days’ notice to Employee given by the CEO.




          e. Termination with Good Reason. At Employee’s option, upon not less than fifteen
(15) business days’ written notice to the Company, and the Company’s failure to cure within such
fifteen (15) business days, upon the occurrence of any of the following events (each “Good
Reason”) (i) the material diminution of, Employee’s position, duties, titles, offices and
responsibilities with the Company; (ii) a reduction or material delay in payment of Employee’s
compensation and benefits; (iii) a relocation of the Company’s principal executive offices outside
of Miami-Dade, Broward, Palm Beach or Monroe Counties, Florida; or (iv) a breach of any other
material provision of this Agreement by the Company.




          f. Payments After Termination. If this Agreement and Employee’s employment hereunder
are terminated for the reasons set forth in Sections 11(a) or 11(b), then Employee
or Employee’s estate will receive the Base Salary and any Performance Bonus earned through the date
of death or disability to which Employee would have been entitled for the year in which the death
or disability occurred in accordance with the terms of this Agreement. If the Company terminates
this Agreement and Employee’s employment hereunder for the reasons set forth in Section
11(c)(i-vi), then (i) Employee will receive his Base Salary through the date of termination and
(ii) Employee will forfeit any entitlement that Employee may have to receive any performance bonus.
If this Agreement is terminated for the reason set forth in Section 11(d) or Section
11(e), then (i) Employee will receive his Base Salary, and benefits set forth in Section 4(b)
hereof (collectively, with the payment of the Base Salary, the “Severance Benefits”), for a
period of twelve (12) months if the termination occurs prior to January 31, 2005, if the
termination occurs after January 31, 2005, Employee shall receive the Severance Benefits for the
lesser of (A) one (1) year or (B) the remainder of the Term (the “Severance 




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Period”). The Severance Benefits shall be payable in accordance with the Company’s
payroll procedures and subject to applicable withholdings, provided however, Employee represents
and warrants that during the Severance Period he shall affirmatively and in good faith seek another
position (whether as an employee or independent contractor) and the Severance Benefits shall be
mitigated upon his obtaining employment or being engaged as an independent contractor by a third
party by an amount equal to the amounts received by Employee in such new position (as an employee
or identified contractor). Upon payment by the Company of the amounts described in this
Section 11(f), Employee will not be entitled to receive any further compensation or
benefits from the Company whatsoever.




          g. General. Notwithstanding anything to the contrary set forth in this Agreement, the
provision of payments after termination in accordance with the provisions of Section 11(f)
above, shall not be a bar to the Employee’s continued entitlement from the Company of (i)
reimbursements of proper expenses, (ii) housing, automobile and expense allowances, (iii) vested
benefit and welfare entitlements; (iv) unemployment compensation, (v) workers compensation
benefits, (vi) accrued vacation time (if consistent with Company policy), (vii) Base Salary through
date of termination. Notwithstanding anything in this Agreement to the contrary, if Employee is
employed by the Company on the last day of any calendar year (e.g., December 31 of the 2003
calendar year) and is terminated for any reason prior to the payment of a bonus, if any, the
Company hereby agrees to pay Employee any bonus that he would have otherwise been entitled to
hereunder or the SMBP, simultaneous with the payment of such bonus to the Company’s employees, and
(viii) continued vesting of options as may be provided in accordance with the provisions of this
Agreement or any stock option plan.




      12. Gross-Up for Excise Tax.



          a. If any payment or benefit under this Agreement becomes subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any
substitute provision of the Code, or any interest or penalties are incurred by Employee with
respect to such excise tax (collectively, the “Excise Tax”), then the Company will pay
Employee an additional amount or amounts (the “Gross-Up Payment”), such that the net amount
or amounts retained by Employee, after deduction of any Excise Tax on any of the payments or
benefits under this Agreement and any federal, state and local tax and Excise Tax on the Gross-Up
Payment will equal the amount of such payment or benefits prior to the imposition of such Excise
Tax. For purposes of determining the amount of a Gross-Up Payment, Employee will be deemed to pay
federal income taxes at the highest marginal rate of federal income taxation in the calendar year
in which the Gross-Up Payment is payable and state and local income taxes at the highest marginal
rate of taxation in the sate and locality of Employee’s residence on the date the Gross-Up Payment
is payable, net of the maximum reduction in federal income taxes that could be obtained from any
available deduction of such state and local taxes.




          b. The Company will pay each Gross-Up Payment on the date on which Employee becomes entitled
to the payment or benefits giving rise to the Excise Tax. If the amount Excise Tax is later
determined to be less than the amount taken into account in calculating the Gross-Up Payment,
Employee will repay to the Company (to the extent actually paid by the Company) the portion of the
Gross-Up Payment attributable to the overstated amount of Excise Tax at the time such reduction is
finally determined, plus interest at the rate set forth in Section 1274(b)(2)(B) of the Code. If
the amount of the Excise Tax is later determined to be more than the amount taken into account in
calculating the Gross-Up Payment, the Company will pay Employee an additional Gross-Up Payment in
respect of the additional amount of Excise Tax and the time the amount of the additional tax is
finally determined.




      13. Miscellaneous.



          a. Survival. The provisions of Sections 6, 7, 8, 10
and 11 will survive the termination or expiration of this Agreement for any reason.




          b. Entire Agreement. This Agreement constitutes the entire agreement of the parties
pertaining to its subject matter and supersedes all prior or contemporaneous agreements or
understandings between the parties pertaining to the subject matter of this Agreement, and there
are no promises, agreements, conditions, undertakings, warranties, or representations, whether
written or oral, express or implied, between the parties other than as set forth in this Agreement.




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          c. Modification. This Agreement may not be amended or modified, or any provision
waived, unless in writing and signed by both parties.




          d. Waiver. Failure of a party to enforce one or more of the provisions of this
Agreement or to require at any time performance of any of the obligations of this Agreement will
not be construed to be a waiver of such provisions by such party nor to in any way affect the
validity of this Agreement or such party’s right thereafter to enforce any provision of this
Agreement, nor to preclude such party from taking any other action at any time which it would
legally be entitled to take.




          e. Successors and Assigns. This Agreement may not be assigned or the duties delegated
unless in writing and signed by both parties, except for any assignment by the Company occurring by
operation of law. Subject to the foregoing, this Agreement will inure to the benefit of, and be
binding upon, the parties and their heirs, beneficiaries, personal representatives, successors and
permitted assigns.




          f. Notices. Any notice, demand, consent, agreement, request, or other communication
required or permitted under this Agreement will be in writing and will be, (i) mailed by
first-class mail, registered or certified, return receipt requested, postage prepaid, (ii)
delivered personally by independent courier, or (iii) transmitted by facsimile, to the parties at
the addresses as follows (or at such other addresses as will be specified by the parties by like
notice):



If to Employee, then to:


Michael G. Nearing

881 Ocean Drive, No. 25C

Key Biscayne, Florida 33149

Facsimile: 305-361-5745


If to the Company, then to:


MasTec, Inc.

800 Douglas Road

Penthouse

Coral Gables, Florida 33122-1205

Attn: Legal Department

Facsimile: (305) 406-1907


Each party may designate by notice in writing a new address to which any notice, demand, consent,
agreement, request or communication may thereafter be given, served or sent. Each notice, demand,
consent, agreement, request or communication that is mailed, hand delivered or transmitted in the
manner described above will be deemed received for all purposes at such time as it is delivered to
the addressee (with the return receipt, the courier delivery receipt or the telecopier answerback
confirmation being deemed conclusive evidence of such delivery) or at such time as delivery is
refused by the addressee upon presentation.




          g. Severability. If any provision of this Agreement is held to be invalid or
unenforceable by a court of competent jurisdiction, then such invalidity or unenforceability will
not affect the validity and enforceability of the other provisions of this Agreement and the
provision held to be invalid or unenforceable will be enforced as nearly as possible according to
its original terms and intent to eliminate such invalidity or unenforceability.




          h. Counterparts. This Agreement may be executed in any number of counterparts, and
all counterparts will collectively be deemed to constitute a single binding agreement.




          i. Governing Law; Venue. This Agreement will be governed by the laws of the State of
Florida, without regard to its conflicts of law principles. Employee consents to the jurisdiction
of any state or federal court located within Miami-Dade County, State of Florida, and consents that
all service of process may be made by registered or certified mail directed to Employee at the
address stated in Section 13 (f) of this Agreement. Employee waives any objection which
Employee may have based on lack of personal jurisdiction or improper venue or forum non 




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conveniens to any suit or proceeding instituted by the Company under this Agreement in
any state or federal court located within Miami-Dade County, Florida and consents to the granting
of such legal or equitable relief as is deemed appropriate by the court. This provision is a
material inducement for the Company to enter into this Agreement with Employee.




          j. Participation of Parties. The parties acknowledge that this Agreement and all
matters contemplated herein have been negotiated between both of the parties and their respective
legal counsel and that both parties have participated in the drafting and preparation of this
Agreement from the commencement of negotiations at all times through execution. Therefore, the
parties agree that this Agreement will be interpreted and construed without reference to any rule
requiring that this Agreement be interpreted or construed against the party causing it to be
drafted.




          k. Injunctive Relief. It is possible that remedies at law may be inadequate and,
therefore, the parties will be entitled to equitable relief including, without limitation,
injunctive relief, specific performance or other equitable remedies in addition to all other
remedies provided hereunder or available to the parties hereto at law or in equity.




          l. Waiver of Jury Trial. EACH OF THE COMPANY AND EMPLOYEE IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE
PROVISIONS OF THIS AGREEMENT.




          m. Right of Setoff. The Company will be entitled, in its discretion and in addition
to any other remedies it may have in law or in equity, to set-off against any amounts payable to
Employee under this Agreement or otherwise the amount of any obligations of Employee to the Company
under this Agreement that are not paid by Employee when due. In the event of any such setoff, the
Company will promptly provide the Employee with a written explanation of such setoff, and an
opportunity to register a written protest thereof.




          n. Litigation; Prevailing Party. In the event of any litigation, administrative
proceeding, arbitration, mediation or other proceeding with regard to this Agreement, the
prevailing party will be entitled to receive from the non-prevailing party and the non-prevailing
party will pay upon demand all court costs and all reasonable fees and expenses of counsel and
paralegals for the prevailing party.




          o. Descriptive Headings. The descriptive headings herein are inserted for convenience
only and are not intended to be part of or to affect the meaning or interpretation of this
Agreement.




[SIGNATURES ON THE FOLLOWING PAGE]




      EXECUTED as of the date set forth in the first paragraph of this Agreement.


	 	 	 	 	 
	 	EMPLOYEE

 	 
	 	/s/ Michael G. Nearing
 	 
	 	Michael G. Nearing 	 
	 	 	 
	 
	 	MASTEC, INC.

 	 
	 	By:  	/s/ Austin Shanfelter
 	 
	 	 	Austin Shanfelter, Chief Executive Officer 	 
	 	 	 	 
	 





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