UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 18, 2007
MASTEC, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
| |
|
|
|
|
| Florida |
|
0-08106 |
|
65-0829355 |
(State or other
jurisdiction of
incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.) |
800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134
(Address of Principal Executive Offices) (Zip Code)
(305) 599-1800
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 18, 2007, MasTec, Inc., a Florida corporation (the “Company” or “Mastec”), entered
into a new employment agreement with Jose Ramon Mas, the Company’s President and Chief Executive
Officer, effective as of April 18, 2007 (the “Agreement”).
The term of the Agreement will continue until the Agreement is terminated in accordance with
the terms and provisions thereof, and provides that Mr. Mas will be paid an annual salary of
$500,000. The Agreement also provides that Mr. Mas shall be eligible for annual performance bonuses
of up to his base salary based on the achievement of goals established by the Compensation
Committee of the Board of Directors. Pursuant to the terms of the Agreement, Mr. Mas shall receive
100,000 shares of the Company’s common stock which vest, based on continued service and his
compliance with certain negative covenants as set forth in the Agreement, on the fifth anniversary
of the Agreement (the “Restricted Stock”). The Restricted Stock will vest immediately upon
termination of the Agreement so long as Mr. Mas is not terminated for cause (as such term is
defined in the Agreement). Following termination of employment by the
Company without cause or by Mr. Mas for good reason, Mr.
Mas will receive his base salary, an amount equal to the average of the performance bonuses he
received during the term of the Agreement and benefits from the date of termination for twelve
months. If there is a change of control of MasTec during the employment term, Mr. Mas will be
entitled to one and a half times his base salary and average performance bonuses during the term of
the Agreement, a gross-up payment if an excise tax is triggered, the immediate vesting of any
previously unvested options and restricted stock and the continuation of benefits as provided in
the Agreement. The Agreement also contains confidentiality, non-competition and non-solicitation
provisions. The foregoing description of the Agreement is qualified in its entirety by the
Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
by reference herein.
Item 9.01 Financial Statements and Exhibits
10.1 Employment Agreement between Mastec, Inc. and Jose Ramon Mas entered into as of April 18,
2007.
2