Exhibit 10.14
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AGREEMENT AND RELEASE
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Employee") and MasTec, Inc., a Florida corporation ("MasTec")
agree as follows:
1. MasTec and Employee mutually agree that Employee will resign as Senior
Vice President, General Counsel and Secretary of MasTec and as Vice
President, General Counsel and Secretary of all of MasTec's subsidiaries
and affiliates due to MasTec's decision to outsource the MasTec Legal
Department for cost reasons, effective December 31, 2002 (the "Resignation
Date").
2. Until June 30, 2003, Employee will reasonably cooperate and assist MasTec
telephonically without further compensation other than the compensation
and other consideration described this Agreement and customary witness
fees, in connection with any legal or other similar proceeding, including
any external or internal investigation, involving MasTec or any of its
subsidiaries or affiliates, by furnishing such information (including, if
required, testimony) as may be reasonably requested by MasTec from time
to lime, so long as such cooperation and assistance does not interfere
with Employee's business or employment activities Employee will have no
other service obligations to MasTec after the Resignation Date.
3. In consideration of Employee's resignation and the other covenants of
Employee in this Agreement, MasTec will pay Employee, in addition to his
current salary through the Resignation Date, (a) $40,000 on January 3,
2003 and (b) $80,000 payable in equal bi-weekly installments in
accordance with MasTec's payroll policies through June 30, 2003, subject
to tax withholdings; provided that, if a "Change of Control" as defined
in the existing Employment Agreement between Employee and MasTec
effective as of January 1. 2001 (the 'Existing Agreement") occurs prior
to payment of all installments due under this Section 2, all unpaid
installments will become immediately due and payable as of the effective
date of the Change of Control.
4. Employee will not be entitled to any bonus or other compensation other
than salary for services tendered through December 31, 2002. Employee
acknowledges that in accordance with the incentive compensation plan
applicable to Employee, Employee would not be entitled to a bonus for
2002.
5. Employee will continue on MasTec's payroll and will continue to be
entitled to participate in MasTec's health, life insurance, accident
insurance and disability benefit programs, MasTec's 401(k) retirement
plan and MasTec's Non-Qualified Employee Stock Purchase Plan as if
employed full-time by MasTec through June 30, 2003. Employee will not,
however, be entitled to: (a) any vacation, holiday, sick or personal days
after December 31, 2002 or (b) any bonus award of any kind under any
incentive compensation plan of MasTec or its subsidiaries
6. MasTec will continue to pay the premiums on Employee's behalf under the
split dollar life insurance program in which Employee currently
participates until June 30, 2003. After that date, Employee may, at
Employee's option (a) purchase the life insurance policy for the aggregate
amount of premiums paid by MasTec under the policy through the date of
purchase or (b) terminate Employee's interest in the policy. If Employee
elects to purchase of the policy, MasTec will assign the policy to
Employee and Employee will assume all obligations of MasTec under the
policy, including the payment of any future premiums. If Employee elects
to terminate Employee's interest in the policy, (i) Employee will
provide MasTec with appropriate documentation to assign the policy and
the collateral under the policy to MasTec and (ii) in accordance with the
split dollar program, MasTec will promptly pay to Employee the excess of
the cash surrender value under the policy over the premiums paid by
MasTec, if any.
7. MasTec will pay Employee on January 3, 2003 the amounts in Employee's
deferred compensation plan as of December 31, 2002.
8. MasTec will reimburse Employee promptly for any expenses incurred by
Employee on MasTec's behalf in accordance with MasTec's expense
reimbursement policies.
9. All unvested stock options previously granted to Employee will vest as of
December 31, 2002. Employee will be entitled to retain all stock options
previously granted to Employee through the full term of the options,
subject to Employee complying with the terms of this Agreement and any
agreement under which the options were issued. If Employee violates the
terms of this Agreement or any other agreement under which the options
were issued, all outstanding options will immediately terminate and not
be exercisable by Employee.
10. Employee will be entitled to keep (a) the laptop computer that Employee
currently uses and (b) the cellular phone that Employee currently uses.
Employee will delete any confidential information (as defined below)
stored in the laptop computer. Employee will assume all obligations for
telephone service related to the cellular phone after December 31, 2002.
11. On or before December 31, 2002, Employee will deliver or cause to be
delivered to MasTec, (a) all keys, ID cards, corporate credit card,
laptop computer or other computer hardware, computer software of any kind,
electronic address book, portable phone, radio, electronic beeper or
other electronic devices, equipment and all other property belonging to
MasTec, other than the laptop computer and cellular phone being retained
by Employee as contemplated in this Agreement and the software contained
therein, and (b) all originals and copies of any drawings, books, manuals,
letters, notes, notebooks, report financial statements, business plans,
projections, data base, or documents, materials or information in
Employee's possession or control containing or describing any Confidential
Information (as defined below) or otherwise relating to MasTec or any of
its subsidiaries or affiliates.
12. In consideration for the payments and other covenants of MasTec in this
Agreement, Employee and his heirs, representatives, executors, successors
and assigns (collectively, the "Employee Releasors"), acquit, release and
forever discharge MasTec and its agents servants, officers, directors,
shareholders, employees, predecessors, subsidiaries, affiliates,
successors, assigns and other representatives (collectively, the
"MasTec Released Parties") from all claims, demands, debts, damages,
liabilities, obligations, actions or causes of action, whether known or
unknown, foreseen and unforeseen, fixed, accrued or contingent,
liquidated or unliquidated, matured or unmatured, direct or derivative or
consequential, arising from contract. tort, statute, regulation or
otherwise (collectively, "Claims"), including, without limitation (a)
Claims for fraud Intentional misconduct, simple or gross negligence,
criminal conduct, slander or libel, (b) Claims to connection with
Employee's employment (including wrongful termination breach of express
or implied contract, unpaid wages, unemployment compensation, accrued
vacation, holidays or sick days, employee benefits, or under any federal,
state, or local employment laws, regulations, or executive orders
prohibiting discrimination of any kind, including discrimination on the
basis of age, race, sex, sexual preference, marital status, national
origin, religion, handicap, and disability discrimination, such as the
Age Discrimination in Employment Act ("ADEA"); Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1866, the Employee Retirement
Income Security Act of 1974, the Americans with Disabilities Act of 1990,
the Family and Medical Leave Act, and Florida's Civil Rights Act, and
(c) any other Claim of any kind whatsoever, arising out of, resulting
from or in any way connected with any act, omission, fact, event,
occurrence, matter, agreement, happening, representation, warranty,
promise or transaction of any kind that the Releasors ever had or may now
have against the Released Parties, from the beginning of time to the date
of this Agreement, other than the obligations of MasTec under (a) this
Agreement, (b) any stock option agreement covering the options described
in this Agreement, (c) the MasTec 401(k) plan and other benefit programs
that Employee is entitled to participate in as contemplated by this
Agreement, and (d) the indemnification and advancement of expenses
provisions of MasTec's bylaws as amended as of April 16, 2602 and the
resolutions of the MasTec Board of Directors dated October 31, 2001.
13. In consideration for the covenants of Employee in this Agreement, the
MasTec Released Parties acquit, release and forever discharge the
Employee Releasors from all Claims, other than the obligations of
Employee under (a) this Agreement and (b) the Existing Agreement.
14. The parties agree that all matters relating to this Agreement are
strictly confidential and that neither party or its representatives will
disclose or disseminate any information concerning any tern or terms
hereof to any third person or persons, unless required by law.
15. The prevailing party in any suit or other proceeding to enforce this
Agreement will be entitled to (a) attorneys' fees and court costs
incurred in enforcing this Agreement or in defending any claim brought in
violation hereof and (b) interest an any amount not paid when due at a
rate per annum equal to eighteen percent (18%) or the maximum amount
permitted by law.
16. Employee will not make any statements about or relating to MasTec or its
affiliates, its officers, directors, shareholders, agents or independent
contractors that are disparaging, critical or likely to cause
embarrassment. MasTec will not make any statements about or relating to
Employee that are disparaging, critical or likely to cause embarrassment.
No statement or other communication regarding Employee made by MasTec or
any of its representatives will be inconsistent with the reasons for the
termination of Employee's employment set forth in Section 1 of this
Agreement.
17. This Agreement will be governed by and construed and enforced in
accordance with the laws of the State of Florida, without regard to its
conflict of laws rules. MasTec and Employee each consent to the
jurisdiction of any state or federal court located within Miami-Dade
County. State of Florida, and consent that all service of process
may be made by registered or certified mail directed to the appropriate
party at the address set forth in this Agreement. Each party waives any
objection which such party may have based on lack of jurisdiction or
improper venue or forum non conveniens to any suit or proceeding
instituted by the other party 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.
18. This Agreement represents the entire understanding and agreement between
the parties hereto with respect to the subject matter hereof 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 herein. This Agreement cannot be
amended, supplemented, or modified except by an instrument in writing
signed by the parties against whom enforcement of such amendment,
supplement or modification is sought.
19. Any notices demands consents agreements requests or other communications
which may be or are required to be given, served or sent by any party to
any other party or obtained from any party pursuant to this Agreement must
be in writing and must be (a) mailed by first-class mail, registered or
certified, return receipt requested, postage prepaid, (b) hand delivered
personally by independent courier, or (c) transmitted by telecopier
addressed as follows:
a. If to Employee:
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b. If to MasTec:
MasTec, Inc
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▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn.: Legal Department
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
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 which 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 answer
back confirmation being deemed conclusive evidence of such delivery) or
at such time as delivery is refused by the addressee upon presentation
20. EMPLOYEE KNOWINGLY, VOLUNTARILY, IRREVOCABLY UNCONDITIONALLY AND
INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY CLAIMS COVERED BY THIS AGREEMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PERSON OR PARTY AND RELATED TO THIS AGREEMENT OR ANY
CLAUSE, THIS IRREVOCABLE WAIVER OF THE RIGHT TO A JURY TRIAL BEING A
MATERIAL INDUCEMENT FOR MASTEC TO ENTER INTO THIS AGREEMENT
EXECUTED: as of December 1, 2002.
EMPLOYEE:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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NAME: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
MASTEC:
MASTEC, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President and CEO