Employment Agreement-Austin J. Shanfelter



 






Exhibit 10.1




EMPLOYMENT AGREEMENT — EXTENSION




     AGREEMENT executed as of November 3, 2005 (the “Effective Date”), between MASTEC, INC. (the
“Company”) and AUSTIN J. SHANFELTER (the “Executive”) extending that certain Employment Agreement
(the “Original Agreement”) between the Company and the Executive made effective January 1, 2002.



     In consideration of the mutual covenants and obligations set forth in the Original Agreement
and in this Agreement, the parties agree as follows:



     1. Employment Position. The Company hereby agrees to continue to employ Executive and
Executive hereby accepts continued employment as President and Chief Executive Officer of the
Company and its subsidiaries, upon the terms and conditions set forth in the Original Agreement and
in this Agreement. Executive will report only to the Board of Directors of the Company (the
“Board”) or its designee. Executive will have such responsibilities and perform such duties as the
Board or its designee assigns to Executive, commensurate with Executive’s position as President and
Chief Executive Officer of the Company.



     2. Employment Term. Executive’s employment will be for a term (the “Employment Term”)
commencing on the Effective Date of the Original Agreement and ending on the close of business
March 31, 2007 (the “End-of-Term Date”).



     3. Responsibilities. During the Employment Term, Executive will devote his full
working time, attention and energies to the business of the Company and its subsidiaries, except
that the Company acknowledges that Executive is a director of philanthropic organizations and may
continue to devote a reasonable amount of his time to such existing directorships so long as they
do not unreasonably interfere with the discharge of his duties for the Company. Executive will not
accept any new directorships or other positions that require Executive’s working time and attention
without the consent of the Board or its designee. Executive will be employed by the Company at the
Company’s headquarters in Miami, Florida and will travel to such other locations as may be
reasonably necessary to discharge his duties. During the Employment Term and the Consulting
Period, the Company will maintain for Executive’s exclusive use an office at the Company’s
headquarters facility in Miami, Florida, and will provide secretarial and other support personnel
for Executive, in each case commensurate with Executive’s status as President and Chief Executive
Officer of the Company.



     4. Compensation and Benefits.




          a. Base Salary. During the Employment Term, Executive will be paid, as compensation
for services rendered pursuant to this Agreement and Executive’s observance and performance of all
of the provisions of this Agreement at the rate of




 









 







$600,000.00 per year (the “Base Salary”). The Base Salary will be payable in accordance with
the normal payroll procedures of the Company as are in effect from time to time.




          b.
Stock Options and Restricted Stock. During the Employment Term, Executive shall
be entitled to such further grants of stock options and restricted stock as the Board of Directors
of the Company shall, in its sole discretion, approve from time to time.




          c. Benefits. During the Employment Term and during the Consulting Period, Executive
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 Executive. In addition to the foregoing the
Company shall provide Executive with a car and housing as required during the Employment Term. The
Company retains the right to terminate or modify any such benefit plans from time to time in its
sole discretion, but as to Executive, shall not reduce the level or quality of benefits provided to
Executive during the Employment Term and Consulting Period .




          d. Performance Bonus. During the Employment Term, for calendar year 2005, calendar
year 2006, and for the three month term ending March 31, 2007, Executive shall be entitled to
participate in the Company’s Executive Bonus Plan as said Plan is currently constituted for 2005,
on the terms set out in Exhibit A for 2006, and on terms to be established for 2007. Executive
shall have the right to receive the compensation due Executive pursuant to the Terms of the
Executive Bonus Plan in cash, deferred compensation or stock options. In the event the Executive
elects deferred compensation or stock options, the terms of the deferred compensation or stock
options shall be agreed to by both the Company and the Executive. If the Company and the Executive
are unable to agree to such terms the Executive shall receive such compensation in cash.




          e. Expenses. During the Employment Term and during the Consulting Period, the Company
will reimburse Executive, 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 Employment 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.




     5. Consulting Services; Consulting Period and Fees.




          a. Subject to the other provisions of this Agreement, for a period of two (2) years after the
End-of-Term Date (the “Consulting Period”), Executive shall provide such consulting services (the
“Consulting Services”) (i) as may be reasonably necessary or appropriate in order to effect an
orderly transfer of Executive’s responsibilities to one or more other executives of the Company and
to ensure that the Company is aware of all matters that were handled by Executive during his
employment




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by the Company and (ii) as may be reasonably requested by the Company in connection with
general corporate matters. In furtherance of and without limiting the foregoing, during the
Consulting Period, Executive shall assist the Company in connection with any legal, quasi-legal,
administrative or other similar proceeding, including any external or internal investigation,
involving the Company or any of its subsidiaries or affiliates, by furnishing such information and
appropriate services to the Company as may be reasonably requested by the Company.




          b. During the Consulting Period, Executive shall not have any formal schedule of duties or
assignments, but shall make himself available for at least twenty hours per month to perform the
Consulting Services. Executive shall receive reasonable advance notice from the Company of the
time requested for such Services, which time shall not unreasonably interfere with Executive’s
other activities. Executive may perform Consulting Services by telephone and may be required to
undertake reasonable travel in connection with his performance of Consulting Services.




          c. In consideration for the Consulting Services, the Company shall pay Executive a consulting
fee equal to $500,000.00 per annum for the year ending March 31, 2008, and $500,000.00 per annum
for the year ending March 31, 2009 (the per annum amount described in this Section 6(c) being
referred to herein as the “Consulting Fee” and the Consulting Fee for each of the two years being
referred to herein in the aggregate as the “Consulting Fees”). The Consulting Fees shall be
payable by the Company to Executive in the same manner as the Base Salary is paid to Executive.




          d. During the Consulting Period, the Company shall reimburse Executive for any reasonable
related expenses coverable under the Company’s then current policies for business expenses.
Executive will provide such appropriate documentation of expenses and disbursements as may from
time to time be reasonably requested by the Company.




          e. In the event Executive’s employment with the Company terminates prior to the End-of-Term
Date, the two-year period during which Executive shall provide Consulting Services hereunder shall
be expanded to include the remainder of the Employment Term and shall commence immediately after
such termination of the Employment Term, rather than after the End-of-Term Date, and such period
shall be referred to herein as the “Consulting Period”. During this expanded Consulting Period,
Executive shall be paid at the levels set out for the Employment Term until the End-of-Term Date,
and thereafter, at the levels set out in Paragraph 5.c. above.




          f. Notwithstanding anything contained herein to the contrary, in the event Executive
terminates his employment with the Company for Good Reason prior to the End-of-Term Date,
Executive, in Executive’s sole discretion, may elect to, but shall not be obligated to provide
Consulting Services. Executive shall notify Employer of such election in writing.




          g. During the Consulting Period Executive shall receive the benefits set forth in Section
4(b).




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     6. Covenants.




          a. Non-Competition and Non-Solicitation. Executive acknowledges and agrees that the
Company’s and its subsidiary and affiliated companies’ (collectively, the “Companies”)
telecommunications, energy and infrastructure services businesses (the “Business”) are conducted
throughout the United States of America and the Commonwealth of Canada. During the Employment Term
and the Consulting Term, (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 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 within two (2) years prior to cessation of the
Executive’s employment by any of the Companies or any of their subsidiaries, for the purpose of
competing with the Business; or




               (iv) solicit, persuade or attempt to solicit or persuade, or cause of 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 Executive or any other person or entity, any individual who
is or was at any time within six (6) months prior to cessation of Executive’s employment by the
Companies, an employee of any of the Companies.



If Executive breaches or violates any of the provisions of this Section 6, the running of the
Period of Non-Competition will be tolled with respect to Executive during the continuation 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 Executive
reimbursement for all attorneys’ and paralegal fees and




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expenses and court costs incurred by the Company in enforcing this Agreement and will have the
right and remedy to require Executive to account for and pay over to the Company all compensation,
profits, monies, accruals or other benefits derived or received, directly or indirectly, by
Executive from the action constituting a breach of violation of this Section 6.




     7. Termination Without Cause; Termination for Good Cause; Certain Consequences. The
Company may terminate Executive’s employment under this Agreement at any time without Cause (as
defined in Annex A), subject to the other terms and conditions of this Agreement, by giving
Executive five (5) business days’ prior written notice of termination. Executive may terminate
Executive’s employment under this Agreement at any time for Good Reason (as defined in Annex A),
subject to the other terms and conditions of this Agreement, by giving the Company five (5)
business days prior written notice of termination. In addition to any other compensation or
benefits payable to Executive under this Agreement, upon any such termination of employment,
Executive will receive (a) continuation of the Base Salary payable in accordance with the normal
payroll procedures of the Company through the End of Term Date; (b) the Consulting Fees described
under Section 5 of the Agreement; and (c) all amounts due to Executive under the Company’s 401(k)
retirement plan, deferred compensation plan, split dollar insurance policy or any other benefit
plan of the Company in which the Executive participates. After completion of the Consulting
Period, Executive will also be entitled to elect continuation of health benefits under COBRA.


Executive also will be entitled to receive any bonus to which Executive would have been entitled
for the year, which bonus shall be payable on the date described in the applicable bonus plan.



Further, upon the effective date of such termination, all of Executive’s stock options or
restricted stock awards under the Company’s 1994 Stock Incentive Plan or any other option or
benefit plan will immediately (a) in the case of options, become fully vested and immediately
exercisable and may be exercised by Executive for the full remaining term of the options, and (b)
in the case of restricted stock, all restrictions on the stock will lapse and the stock may be
freely sold without further restriction, except as required by applicable law.




     8. Termination Due to Death or Disability; Certain Consequences: In the event that
Executive’s employment is terminated as a result of Death or Disability (as defined in Annex A),
Executive will receive the compensation and benefits described in Section 7 above. In addition to
such compensation and benefits, and all other compensation or benefits payable to Executive under
this Agreement, the Company will pay in cash to Executive (or his estate) any Performance Bonus
described under Section 4 of this Agreement to which Executive would have been entitled for the
year in which the death or disability occurred.



     9. Change of Control; Certain Consequences: If, prior to the End-of-Term Date, there
occurs a Change in Control (as defined in Annex A), Executive will receive the compensation
and benefits described in Section 7 above; provided, however,



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that in the event there is a Change in Control, the Consulting Fees shall be payable on the
effective date of the Change of Control.




     10. Termination for Cause or Resignation for other than Good Reason or Disability; Certain
Consequences. The Company may terminate Executive’s employment under this Agreement at any
time for Cause (as defined Annex A), subject to the other terms and conditions of this Agreement,
by giving Executive five (5) business days’ prior written notice of termination. In the event of a
termination of employment for Cause or a resignation by Executive for other than Good Reason or
Disability, upon any such termination of employment Executive will receive (a) any accrued and
unpaid portion of the Base Salary through the date of termination; (b) the entire Deferred
Compensation Amount paid in the manner set forth in Exhibit B; and (c) all amounts due to Executive
under the Company’s 401(k) retirement plan, deferred compensation plan, split dollar insurance
policy or any other benefit plan of the Company in which the Executive participates. Executive
will also be entitled to elect continuation of health benefits under COBRA; provided,
however, Executive will not be entitled to any Performance Bonus under Section 4 of this
Agreement or the Consulting Fees described under Section 5 of this Agreement, and all unvested
stock options or restricted stock as to which the restriction has not lapsed owned by Executive
will terminate upon the effective date of such termination of employment.



     11. 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 Executive with respect to such
excise tax (collectively, the “Excise Tax”), then the Company will pay Executive an additional
amount or amounts (the “Gross-up Payment”), such that the net amount or amounts retained by
Executive, 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, Executive 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
state and locality of Executive’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 Executive becomes entitled
to the payment or benefits giving rise to the Excise Tax. If the amount of Excise Tax is later
determined to be less than the amount taken into account in calculating the Gross-up Payment,
Executive 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




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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 Executive 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.




     12. Indemnification; Insurance. The Company will (a) indemnify and hold Executive
harmless for any claims, demands, damages, liabilities, losses, costs and expenses (including
attorneys’ fees and court costs) incurred or suffered by Executive in connection with Executive’s
performance of his duties under this Agreement or otherwise on behalf of the Company or its
affiliates to the fullest extent (including advancement of expenses) permitted by Florida corporate
law or other applicable law for the indemnification of officers and directors of a Florida
corporation and (b) will include Executive as a covered employee under the Company’s directors’ and
officers’ liability insurance policy and employment practices liability insurance policy.



     13. Proprietary Information, Trade Secrets, Etc. Executive acknowledges that as a
result of his employment with the Company, Executive will gain knowledge of, and will have access
to, proprietary and confidential information and trade secrets of the Company and its affiliates.
Therefore, Executive agrees that he will not, in any fashion, form or manner, directly or
indirectly (i) use, disclose, communicate or provide or permit access to any person or entity, or
(ii) remove from the premises of the Company or any of its affiliates any notes or records
(including copies or facsimiles, whether made by electronic, electrical, magnetic, optical, laser
acoustic or other means), relating to any confidential, proprietary or secret information of the
Company or any of its affiliates (collectively, “Confidential Information”) (including without
limitation (1) the identity of customers, suppliers, subcontractors and others with whom they do
business; (2) their marketing methods, strategies and related information; (3) contract terms,
pricing, margin or cost information or other information or 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 and consultants; (7) any 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 affiliates),
except for (x) information that is or becomes available to the public generally other than as a
result of an unauthorized disclosure by Executive, including as an example publicly-available
information filed by the Company with the Securities and Exchange Commission or other governmental
or regulatory authorities, (y) information that is generally know in the business of the Company or
its affiliates or that constitutes standard industry practices, customs and methods, or (z)
information known to Executive prior to joining the Company or its predecessors or gained during
his employment with the Company from sources outside of the Company or its employees, officers,
directors, consultants, advisors or other representatives. Executive will be entitled to use
Confidential Information in the discharge of his duties to the Company.



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     14. Severability; Remedies. It is the desire and intent of the parties to this
Agreement that the provisions of Sections 6 and 13 be enforced to the fullest extend permissible
under the laws and public policies applied in each jurisdiction in which enforcement is sought. If
any particular provisions or portion of Section 6 and/or 13 is adjudicated invalid or
unenforceable, such section will be deemed amended to delete any provision or portion adjudicated
to be invalid or unenforceable, the amendment to apply only with respect to the operation of that
section in the particular jurisdiction in which the adjudication is made. The parties recognize
that the performance by Executive of his obligations under Sections 6 and 13 are special, unique
and extraordinary in character, and that if Executive breaches or threatens to breach the terms and
conditions of this Agreement, the Company may suffer irreparable injury for which no adequate
remedy at law may exist. Accordingly, in the event of such breach or threatened breach, the
Company will be entitled, if it so elects, to institute and prosecute proceedings in any court of
competent jurisdiction, either in law or in equity, to obtain damages for any breach of this
Agreement, to enforce the specific performance of this Agreement by Executive, or to enjoin
Executive from breaching or attempting to breach this Agreement.



     15. Key Man Insurance. Executive agrees to allow the Company to purchase “Key Man
Insurance” in an amount desired by the Company for the benefit of the Company and to reasonably
cooperate with the Company and its designated insurance agent to allow the purchase of such
insurance.



     16. Waiver of Right to Jury Trial. THE COMPANY AND EXECUTIVE KNOWINGLY, VOLUNTARILY,
IRREVOCABLY, UNCONDITIONALLY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON THIS AGREEMENT, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR
ANY COURSE OF CONDUCT, COURSE OR DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PERSON OR PARTY AND RELATED TO THIS AGREEMENT; THIS IRREVOCABLE WAIVER OF THE RIGHT TO A JURY TRIAL
BEING A MATERIAL INDUCEMENT FOR THE COMPANY AND EXECUTIVE TO ENTER INTO THIS AGREEMENT.



     17. Notices. Any notice, demand, consent, agreement, request, or other communication
required or permitted under this Agreement must be in writing and must be, (a) mailed by
first-class United States mail, registered or certified, return receipt requested, proper postage
prepaid, or (b) delivered personally by independent courier (such as FedEx, DHL or similar
nationally-recognized courier), to the parties at the addresses as follows (or at such other
addressed as shall be specified by the parities by like notice):



	 	 	 
	If to the Company, to:

	 	MasTec, Inc.
	 

	 	800 Douglas Rd., Penthouse
	 

	 	Coral Gables, Florida 33134
	 

	 	Fax: 305-406-1907
	 

	 	Attention: Legal Department






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	If to Executive, to:

	 	Austin J. Shanfelter
	 

	 	16600 Bear Cub Court
	 

	 	Fort Myers, Florida 33908





Each party may on five (5) days’ prior notice in the manner set forth in this Section 18 designate
by notice in writing a new address to which any notice, demand, consent, agreement, request for
communication may thereafter be given, served or sent. Each notice, demand, consent, agreement,
request or communication which is mailed or hand delivered 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 or the courier delivery receipt being deemed conclusive evidence of such delivery) or at
such time as delivery is refused by the addressee upon presentation.




     18. Miscellaneous.




     This Agreement: (a) may be executed in counterparts, and all counterparts will collectively
constitute a single agreement, (b) may not be amended or modified except in a writing signed by
both parties nor may any provision hereof be waived except in writing signed by the waiving party,
(c) constitutes the entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements or understanding with respect thereto, (d) is binding upon and
inures to the benefit of the parties and their respective heirs, personal representatives,
beneficiaries, joint tenants, successors and assigns (whether by merger, consolidation, transfer of
all or substantially all assets, or otherwise), and (e) may not be assigned or the duties delegated
without the consent of both parties except as expressly set forth in this Agreement.



     This Agreement is intended as an extension of the Original Agreement. The terms of the
Original Agreement, and the covenants and obligations set forth in the Original Agreement are
expressly incorporated into this Agreement. It is the intention of the Executive and the Company
that no benefit or allowance granted Executive in the Original Agreement be lost or diminished by
execution of this Agreement. In the event of any conflict in terms between the Original Agreement
and this Agreement, the terms of this Agreement shall prevail so long as consistent with the
foregoing expressed intent of the parties.



     19. Governing Law. This Agreement, the rights and obligations of the parties, and any
claims or disputes relating in any way thereto will be governed by and construed in accordance with
the laws of the State of Florida, without giving effect to any choice or conflict of law provision
or rule (whether in the State of Florida or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Florida. Each of Executive and
the Company, by executing this Agreement, (a) irrevocably submits to the exclusive jurisdiction of
any federal or Florida state court sitting in Miami-Dade County, Florida in respect of any suit,
action or proceeding arising out of or relating in any way to this Agreement, and irrevocably
accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction
of such courts and to be bound by any judgment rendered in such courts; (b) waives, to the fullest
extent it may do so effectively under applicable law, any objection it may have to the laying of
the



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venue of any such suit, action or proceeding brought in any such court and any claim that any
such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum; and (c) irrevocably consents, to the fullest extent it may do so effectively under
applicable law, to the service of process of any of the aforementioned courts in any such suit,
action or proceeding by the mailing of copies thereof by registered or certified mail, postage
prepaid, to Executive or the Company at the address set forth in this Agreement, such service to
become effective five (5) business days (or such other period of time provided by applicable law)
after such mailing. In addition to any other rights or remedies that either party may have under
this Agreement or under law, the prevailing party in any suit, action or proceeding will be
entitled to collect attorneys fees from the other party and (ii) interest on any amount not paid
when due at a rate per annum equal to eighteen percent (18%) or the maximum amount permitted by
law.




     EXECUTED as of the date first above written.



	 	 	 	 	 
	 	MASTEC, INC.

 	 
	 	By:  	/s/ Jorge Mas
 	 
	 	 	Name:  	Jorge Mas 	 
	 	 	Title:  	Chairman of the Board 	 
	 
	 	EXECUTIVE

 	 
	 	By:  	/s/ Austin Shanfelter
 	 
	 	 	Austin J. Shanfelter 	 
	 	 	 	 



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Annex A





     “Cause” means (i) Executive being convicted of any felony (whether or not against the Company
or its affiliates), (ii) willful malfeasance in the performance of the Executive’s responsibilities
after ten (10) days’ written notice to Executive and an opportunity to cure, (iii) any material act
of dishonesty by the Executive against the Company or any of its affiliates, (iv) a material
violation by the Executive of any of the written policies or rules of the Company or any of its
affiliates or (v) the voluntary resignation of (or the giving of notice of voluntary resignation
by) Executive from employment with the Company or any of its affiliates without Good Reason (as
defined below) or Disability (as defined below). The determination that Cause had occurred must be
made by unanimous vote of all of the members of the Board (other than Executive) after forty-five
(45) days’ prior written notice to Executive and an opportunity to appear before the Board and
contest the determination of Cause.



     “Change in Control” means the occurrence of any of the following events: (i) any consolidation
or merger of the Company in which the Company is not the continuing or surviving corporation or
pursuant to which shares of common stock of the Company are to be converted into cash, securities
or other property, provided that the consolidation or merger is not with a corporation (X) in which
a majority of the combined voting power of the corporation’s outstanding common stock immediately
before the consolidation or merger is beneficially owned by an individual or entity described in
subclauses (iv)(b) or (iv)(c) below, unless the Requisite Percentage described in subclause (iv)
below of the combined voting power of such corporation’s outstanding common stock immediately
before the consolidation or merger is held by individuals or entities not meeting the definition of
subclause (iv)(a), (iv)(b) or (iv)(c) below or (Y) a wholly-owned subsidiary of the Company
immediately before the consolidation or merger, (ii) any sale, lease, exchange or other transfer
(in one transaction or a series of transactions) of all, or substantially all, of the assets of the
Company, (iii) the shareholders of the Company approve any plan or proposal for the liquidation or
dissolution of the Company, (iv) any “person,” including a “group” as determined in accordance with
Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act),
directly or indirectly, of the Requisite Percentage (as hereinafter defined) of the combined voting
power of the Company’s then outstanding common stock, provided that such person, immediately before
it becomes such a beneficial owner of such Requisite Percentage, is not (a) a wholly-owned
subsidiary of the Company, (b) an individual, or a spouse or a child of such individual, that on
January 1, 2002, owned greater than 20% of the combined voting power of the Company’s common stock,
or (c) a trust, foundation or other entity controlled by an individual or individuals described in
the preceding subsection (b), (v) individuals who constitute the Board on November ___, 2005 (the
Incumbent Board”), cease for any reason to constitute at least a majority thereof, provided that
any person becoming a director subsequent to November ___, 2005, 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



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person is named as a nominee for director, without objection to such nomination) will be, for
purposes of this clause, considered as though such person were a member of the Incumbent Board, or
(vi) the individuals or entities described in clauses (iv)(b) and (iv)(c) of this definition sell,
transfer or exchange to unaffiliated persons or entities 80% or more of their combined beneficial
ownership of the voting power of the Company’s outstanding common stock.




     “Disability” means the inability to perform the material duties of President and Chief
Executive Officer of the Company.



     “Good Reason” means any of the following events unless it occurs with Executive’s express
prior written consent: (i) the assignment to Executive of any duties inconsistent with, or a
diminution of, Executive’s position, duties, titles, offices, responsibilities and status with the
Company, or any removal of Executive or any failure to reelect Executive to any of such positions,
including as President and Chief Executive Officer; (ii) a reduction or material delay in payment
of Executive’s compensation and benefits, including Salary and bonuses; (iii) except with respect
to changes required to maintain its tax-qualified status or changes generally applicable to all
employees of the Company, any failure by the Company to continue in effect or make any provision
for any benefit, stock option, annual bonus or contingent loan arrangements, or other incentive
plan or arrangement of any type in which Executive is participating from time to time, the taking
of which action would adversely affect Executive’s participation in or materially reduce
Executive’s benefits under any such benefit plan or arrangement or deprive Executive of any
material fringe benefit enjoyed by Executive from time to time, or the failure to provide Executive
with the number of paid vacation days to which he is entitled; (iv) a relocation of the Company’s
principal executive offices outside of Miami-Dade, Broward, Palm Beach or Monroe counties, Florida,
or Executive’s relocation to any place other than the location at which Executive performed his
duties as of the date hereof; (v) Executive timely receives an Opt-Out Notice or (vi) a breach of
any other material provision of this Agreement.



     “Requisite Percentage” means 20%, or a percentage greater than 20%.



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EXHIBIT A




Bonus Table for 2006 Austin J. Shanfelter




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EPS 2006
	 	55cents	 	65cents	 	75cents	 	85cents
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bonus as
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	% of salary
	 	 	50	%	 	 	75	%	 	 	100	%	 	 	125	%





No bonus to be paid if minimum of 55 cents EPS not reached.



Cap on bonus, where EPS is 95 cents or greater would be maximum of 150% of base salary.





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