Employment Agreement w/Alberto de Cardenas



 






Exhibit 10.34




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of November 16, 2005
(the “Effective Date”), by and between MASTEC, INC., a Florida corporation (the
“Company”), and ALBERTO DE CARDENAS (“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 desires to be employed by
the Company on the terms and subject to the conditions set forth in this Agreement.



     2. Term. 




     a. General. The term of Employee’s employment under this Agreement will be from
the Effective Date to and through December 31, 2007, unless earlier terminated in
accordance with this Agreement (the “Term”).




     b. Renewal. The Company shall advise Employee of the Company’s intention to
renew or extend Employee’s employment on June 30, 2007, six months prior to the last day of
the Term of this Agreement. If the Company advises Employee that the Company intends to
renew or extend Employee’s employment, the parties shall execute a renewed, extended or
replacement Employment Agreement within thirty (30) days from the date the Company advises
Employee that the Company intends to renew or extend Employee’s employment. If the Company
advises Employee that the Company does not intend to renew or extend Employee’s employment,
Employee, on completion of the Term set forth in Section 2(a), shall be entitled to
severance as set out in Section 11(f) herein.



     3. Duties.



          a. Position. During the Term, Employee 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 such other tasks as may be
assigned to him by the CEO or the Board of Directors of the Company (the “Board”). 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. (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 Two Hundred Ninety Thousand and No/100 Dollars
($290,000.00) 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 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., December) 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 January 1 of the
applicable year of the Agreement, beginning January 1, 2007.



	 	 	 	 	 	 	 	 	 
	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”), and shall be eligible to receive an

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annual bonus in an amount up to fifty percent (50%) of Employee’s Base Salary. The amount of
the annual bonus payable to Employee for a year (if any) shall be based upon the achievement of
certain performance goals established by the Board, in its sole discretion, on or before the
beginning of the year to which the annual bonus relates. 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”) on March 31, 2006 and March 31, 2007. 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. Any bonuses
payable pursuant to this Section 4(c) shall be referred to herein as “Performance Bonuses.”




          d. Stock Options. Employee shall receive options to purchase ninety thousand (90,000)
shares of common stock of the Company, which shall vest 50% on the first and 50% on the second
anniversary of the Effective Date (the “Options”). So long as the Employee is not
terminated for Cause (as defined in Section 11(c) hereof), the Options shall continue to vest
during any Period of Non-Competition provided the Employee honors his obligations set forth in
Section 8 hereof. The Options will be subject to the terms and conditions of the Company’s stock
option plans, as in effect and as may be amended from time to time in the Company’s sole
discretion.




          e. 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.




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




          g. Automobile Allowance. During the Term of this Agreement, the Company shall provide
Employee with a non-accountable automobile allowance of Six Hundred Dollars ($600) per month, which
shall include, without limitation, reimbursements for car payments, gasoline, oil, repairs,
maintenance, insurance and other expenses incurred by Employee by reason of the use of Employee’s
automobile for Company business from time to time.




     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.



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     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 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 assurance that all Confidential
Information will be used for the exclusive benefit of the Company.




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          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 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 thereof, or the
expiration or termination of Employee’ 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 the Agreement and to vest in the Company each and all of the rights if the
Company in the Intellectual Property.



     8. Covenants



          a. Non-Competition and Non-Solicitation. Employee acknowledges and agrees that
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, protectorate 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 property,
rendering of services or otherwise, with, any business of the type and character engaged in the
Business and competitive with the Companies. 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;



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               (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 Companies 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 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, profit, 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 or 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 amendments to apply only
with the respect to the operation of such section in the particular jurisdiction in which such
adjudication is made.



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     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 on 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.




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          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 and Broward 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 Employees
estate will receive the Base Salary and any Performance Bonus earned through the date of death or
disability, 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 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 from the date of termination (the “Severance Period”). If this
Agreement is terminated by reason of the Company’s notice to Employee that the Company does not
intend to renew or extend Employee’s employment, as allowed per Section 2(b), then Employee, on
completion of the Term of this Agreement, will receive the Severance Benefits for a period of six
(6) months from the last day of the Term of this Agreement. 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 Employment may have to receive any Performance
Bonus.




          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 (e.g., the 2007 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. Change in Control. If, prior to the completion of the Term, there occurs a Change
in Control, as defined in Exhibit A, then and in that case only, in lieu of any payments previously
described in this Section 11, all Employee’s stock options then outstanding shall immediately vest
and Employee will receive an amount on the date of the Change of Control equal to the greater of
(i) 1.50 times the Employees’s Base Salary set forth in Section 4(a) above,

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or (ii) the aggregate Base Salary set forth in Section 4(a) above the Employee would have
received during the remaining Term of this Agreement, and shall continue to receive those benefits
as set forth in Section 4(b) hereof.




     12. Intentionally Ommitted.



     13. Miscellaneous.



          a. Survival. The provisions 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, expressed 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, not to preclude such party from taking 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, agreements, request, or other communication
required or permitted under this Agreement will be in writing and will be, (i) mailed first 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:



Alberto de Cardenas

1508 Zoreta Avenue


Coral Gables, Florida 33146



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If to the Company, then to:


MasTec, Inc.

Douglas Entrance, 12th Floor

80 Douglas Road

Coral Gables, Florida

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 addresses (with the return receipt, the courier deliver receipt or the telecopier answer back
confirmation being deemed conclusive evidence of such deliver) or at such time as deliver 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 or process may be made by registered or certified mail directed to Employee at the
address 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 institute 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.




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          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 providing 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 to 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]




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



	 	 	 	 	 
	 	EMPLOYEE

 	 
	 	/s/ Alberto de Cardenas
 	 
	 	Alberto de Cardenas 	 
	 	 	 
	 



	 	 	 	 	 
	 	MASTEC, INC.

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



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EXHIBIT A



“Change in Control” shall mean:





	(a)	 	Acquisition By Person of Substantial Percentage. The acquisition by a Person
(including “affiliates” and “associates” of such Person, but excluding the Company, and
“parent” or “subsidiary” of the Company, or any employee benefit plan of the Company) of a
sufficient number of shares of the Common Stock, or securities convertible into the Common
Stock, and whether through direct acquisition of shares or by merger, consolidation, share
exchange, reclassification of securities or recapitalization of or involving the Company or
any “parent” or “subsidiary” of the Company, to constitute actual or beneficial owner of 51%
or more of the Common Stock.;
	 
	(b)	 	Disposition of Assets. Any sale, lease, transfer, exchange, mortgage, pledge or
other disposition, in one transaction or a series of transactions, of all or substantially all
of the assets of the Company or of any “subsidiary” of the Company to a Person described in
subsection (a) above, but only if such transaction occurs without approval or ratification by
a majority of the members of the Board; or
	 
	(c)	 	Substantial Change of Board Members. During any fiscal year of the Company,
individuals who at the beginning of such year constitute the Board cease for any reason to
constitute at least a majority thereof, unless the election of each director who was not a
director at the beginning of such period has been approved in advance by a majority of the
directors in office at the beginning of the fiscal year.




For purposes of this Section, the terms “affiliate,” “associate,” “parent” and “subsidiary” shall
have the respective meanings ascribed to such terms in Rule 12b-2 under Section 12 of the 1934 Act.





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