Employment Agreement with Donald Weinstein



 



EXHIBIT 10.1







EMPLOYMENT AGREEMENT



      THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of December
1, 2003 (the “Hire Date”), by and between MASTEC, INC., a Florida corporation
(the “Company”), and DONALD WEINSTEIN (“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 December 2, 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 Chief Financial Officer 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
(the Employee acknowledges the Company may relocate from its present location)
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



-1-







 



behalf of the Company. Notwithstanding the foregoing Employee may
continue to serve on the Board of Directors of the Companies set forth in
Exhibit B and any other Boards approved, in advance, in writing, by the CEO.


      4. Compensation and Benefits.


           a. Base Salary


                (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”). Notwithstanding the
SMBP during the Term, Employee shall receive a minimum annual bonus in the
amount of Fifty Thousand Dollars ($50,000.00) (the “Minimum Bonus”). The
Minimum Bonus shall be paid to Employee during the month of July, commencing
July 2003. In the event the Employee is entitled to receive a performance
bonus in excess of Fifty Thousand Dollars ($50,000.00) pursuant to the terms of
the SMBP, the Fifty Thousand Dollars ($50,000.00) Minimum Bonus shall be
charged against the amount Employee is to receive pursuant to the SMBP.


           d. Stock Options. Employee has been previously granted, in accordance
with the terms of the 1994 Stock Incentive Plan or the 1999 Non-Qualified
Employee Stock Option Plan or any other incentive plan adopted by the Company
from time to time (the “Plans”), options to purchase one hundred thousand
(100,000) shares of common stock of the Company with terms and conditions
described on Exhibit A (the “Options”). So long as the Employee is not
terminated for Cause (as defined in Section 11c), options shall continue to
vest during any Period of Non-Competition provided the Employee honors his
obligations set forth in Section 8. The options will be subject to the terms
and conditions of the Plans, as they may be amended from time to time in the
Company’s sole discretion.


           e. Deferred Compensation. The Company shall pay for the benefit of
Employee, four (4) payments of $150,000.00 during the term of this Agreement
(subject to the provisions of Section 11 hereof) to a deferred compensation
plan in accordance with the terms set forth in Exhibit C.


           f. 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



-2-







 



Agreement, upon presentation of expense statements or vouchers or such
other supporting information as the Company may require.


           g. 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
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 clients, 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.



-3-







 


           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.


      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 two (2) years 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 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
client or client, or potential client 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 client or client of the Companies, or was their
client 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 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.



-4-







 


      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 clients 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 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



-5-







 



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 and any
Deferred Compensation 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, and all of Employee’s Stock Options shall immediately vest. 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 and deferred compensation 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,
deferred compensation and benefits set forth in Section 4(b) hereof
(collectively, with the payment of the Base Salary, the “Severance Benefits”),
for a period of eighteen (18) months if the termination occurs prior to January
1, 2005, if the termination occurs after December 31, 2004, Employee shall
receive the Severance Benefits for the lesser of (A) one (1) year or (B) the
remainder of the Term (the “Severance Period”). The Severance Benefit shall be
payable in accordance with the Company’s payroll procedures and subject to
applicable withholdings, and (ii) Employee will forfeit any entitlement that
Employee may have to receive any performance bonus and 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 for an entire calendar year (e.g., 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.


           h. If, prior to the Term, there occurs a Change in Control (as defined in
Exhibit D), Employee will receive the compensation and benefits described in
(d) above.


      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



-6-







 



“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.


           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):


-7-







 



	 	 
	If to Employee, then to:
	 
	 	Donald Weinstein
	 	6721 S.W. 140th Street
	 	Miami, Florida 33158
	 	Facsimile: (305) 971-7773
	 
	If to the Company, then to:
	 
	 	MasTec, Inc.
	 	800 Douglas Road, Suite 1200
	 	Coral Gables, Florida 33134
	 	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 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.



-8-







 


           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 APPEAR ON FOLLOWING PAGE]




-9-







 




      EXECUTED as of the 7th day of January, 2004.



	 	 	 	 	 
	 	 	EMPLOYEE
	 	 	 	 	 
	 	 	/s/ Donald Weinstein
	 	 	

	 	 	DONALD WEINSTEIN
	 	 	 	 	 
	 	 	MASTEC, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Austin Shanfelter
	 	 	 	 	

	 	 	 	 	Austin Shanfelter, Chief Executive Officer






-10-







 


EXHIBIT A



TERMS OF STOCK OPTIONS




	 	 	 
	Number:	 	
100,000

	Term:	 	
Ending May 1, 2010

	Exercise Price:	 	
2.215

	Vesting:	 	
33-1/3% on May 1, 2004

	 	 	
33-1/3% on May 1, 2005


	 	 	
33-1/3% on May 1, 2006








-11-







 


EXHIBIT B



EXISTING BOARD OF DIRECTORS



MasTec, Inc.

AFFILIATED ENTITIES

January 2004




	 	 	 
	NORTH AMERICA	 	 
	 	 	 
	Church & Tower, Inc.(FL)	 	
(100% owned by MasTec, Inc.)
	     
Church & Tower Environmental, Inc.(DE)	 	
(100% owned by MasTec, Inc.)
	Cruz-Cell, Inc. (IN)	 	
(100% owned by MasTec North America, Inc.)
	Dresser/Areia Construction, Inc. (CA)	 	
(100% owned by MasTec North America, Inc.)
	Flaire Incorporated (MO)	 	
(100% owned by MasTec North America, Inc.)
	GMR Telecom, L.L.C. (VA)	 	
(100% owned by MasTec North America, Inc.)
	Integral Power & Telecommunications Incorporated (Canadian)	 	
(100% owned by Phasecom Systems, Inc.)
	MasTec Asset Management Company, Inc. (NV)	 	
(100% owned by MasTec, Inc)
	MasTec Contracting Company, Inc. (NV)	 	
(100% owned by MasTec, Inc)
	MasTec Integration Systems, Inc. (CA)
f/k/a Aidco Systems, Inc.	 	
(100% owned by MasTec, Inc.)
	MasTec Minnesota SW, LLC (NV)	 	
(100% MasTec Services Company, Inc.)
	MasTec Network Services, Inc. (CA)
f/k/a Aidco, Inc.	 	
(100% owned by MasTec, Inc.)
	MasTec North America, Inc. (FL)	 	
(100% owned by MasTec, Inc.)
	MasTec Services Company, Inc. (FL)
f/k/a Central America Construction, Inc.	 	
(100% owned by MasTec, Inc.)
	MasTec Minnesota SW, LLC (NV)	 	
(100% MasTec Services Company, Inc.)
	MasTec Telcom & Electrical Services, Inc. (NY)

     f/k/a Alert Electrical Contracting Co., Inc.	 	
(100% owned by MasTec North America, Inc.)
	Phasecom Systems Inc. (Canadian)	 	
(100% owned by MasTec, Inc.)
	Phasecom America Inc. (FL)	 	
(100% owned by MasTec North America, Inc.)
	Protel Ind., Inc. (FL)	 	
(100% owned by MasTec North America, Inc.)






-12-







 





	 	 	 
	NORTH AMERICA	 	 
	 	 	 
	Renegade of Idaho, Inc. (FL)	 	
(100% owned by MasTec, Inc.)
	S.S.S. Construction, Inc. (MN)	 	
(100% owned by MasTec, Inc.)
	Upper Valley Utilities Corp. (UT)	 	
(100% owned by MasTec North America, Inc.)
	Wilde Holding Co., Inc.(DE)	 	
(100% owned by MasTec, Inc.)
	     Wilde Acquisition Co., Inc. (DE)	 	
     (100% owned by Wilde Holding Co.,Inc)
	     
     Northland Contracting, Inc. (MN)
	 	
     (100% owned by Wilde Acquisition Co., Inc.)
	Wilde Optical Service, Inc. (MN)	 	
(100% owned by MasTec, Inc.)
	JMC Insurance Company, Inc.	 	
(100% owned by MasTec, Inc.)
	Holding Companies	 	 
	MasTec FC, Inc. (NV)	 	
(100 % owned by MasTec, Inc.)
	MasTec Real Estate Holdings, Inc. (FL)	 	
(100% owned by MasTec, Inc.)
	     Stackhouse Real Estate Holdings, Inc.
(f/k/a H-W Acquisition II, Inc. (DE)	 	
     (100% owned by MasTec North America,
Inc.)
	MasTec of Texas, Inc. (TX)	 	
(100% owned by MasTec, Inc.)
	MasTec TC, Inc. (NV)	 	
(100% owned by MasTec, Inc.)





INTERNATIONAL



Latin America




	 	 	 
	Aidco de Mexico, S.A. de C.V. (Mex.)	 	
(98% owned by MasTec, Inc.)
	 	 	
(2% owned by MasTec International
Holdings, Inc.)
	MasTec Latin America, Inc. (DE)	 	
(100% owned by MasTec, Inc.)
	     Acietel Mexicana, S.A. (Mex.)	 	
(99% owned by Dresser Acquisition Company)
	 	 	
(1% owned by MasTec International Holdings, Inc.)
	     MasTec Brasil S/A (Brazil)	 	
(88% owned by MasTec Latin America, Inc.)
	     
     CIDE Engenharia, Ltda. (Brazil)	 	
(100% owned by MasTec Brasil S/A)
	     Mastec Participações Do Brasil LTDA	 	
(100% owned by MasTec, Inc.)
	MasTelecom Europe I APS (Denmark)	 	
(100% owned by MasTec, Inc.)
	MasTelecom Europe II BV (Netherlands)
	 	
(100% owned by MasTelecom Europe I APS)
	MasTelecom Services S. DE R.L. DE CV
(Mexico)	 	
(100% owned by MasTelecom Europe II BV)






-13-







 



	 	 	 
	     MasTelecom S. DE R.L. DE C.V
(Mexico)	 	
(100% owned by MasTelecom Europe II BV)
	Pantel Inversiones de Venezuela, CA
(Venezuela)	 	
(100% owned by MasTec Venezuela, Inc.)
	     Burntel Telecommunications, C.A	 	
(50% owned by Pantel Inversiones)





Holding Companies




	 	 	 
	MasTec Brazil, Inc. (FL)

MasTec Brazil II, Inc. (FL)	 	
(100% owned by MasTec, Inc.)

(100% owned by MasTec, Inc.)
	MasTec Ecuador, Inc. (FL)	 	
(100% owned by MasTec, Inc.)
	Mastec International Holdings, Inc. (FL)	 	
(100% owned by MasTec, Inc.)
	MasTec Venezuela, Inc. (FL)	 	
(100% owned by MasTec, Inc.)
	MasTec Spain, Inc. (FL)	 	
(100% owned by MasTec, Inc.)
	Dresser Acquisition Company (FL)	 	
(100% owned by MasTec North America, Inc.)





INTERNATIONAL INVESTMENTS




	 	 	 
	Latlink Corporation (DE)	 	
(100% owned by MasTec, Inc.)
	     Latlink Argentina, Inc. (DE)	 	
(100% owned by Latlink Corporation)






-14-







 


EXHIBIT C



DEFERRED COMPENSATION



      The Company agrees to fund a deferred compensation product in accordance
with the following schedule, subject to applicable law at the time of funding,
and the provision of the Agreement to which this Exhibit C is attached:



	 	 	 
	December 1, 2003	 	

	
$150,000

	


	December 1, 2004	 	

	
$150,000

	


	December 1, 2005	 	

	
$150,000

	


	December 1, 2006	 	

	
$150,000

	







      Employee and the Company may mutually agree to modify the above funding
schedule if it is in the best interest of the Company.


-15-







 


EXHIBIT D



      “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, 2003, 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
June 1, 2002 (the Incumbent Board”), cease for any reason to constitute at
least a majority thereof, provided that any person becoming a director
subsequent to June 1, 2003, 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 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.
Notwithstanding the foregoing, so long as Austin J. Shanfelter is the Chief
Executive Officer of the Company, it shall be conclusively presumed there has
not been a Change in Control.


      “Requisite Percentage” means 35%, or a percentage greater than 35%.


-16-