ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
This Current Report on Form 8-K/A ("Amendment No. 1") amends Item 5.02 of the
Current Report on Form 8-K, filed by MasTec, Inc. (the "Company") on March 15,
2023 (the "Original Filing"), to disclose certain compensation arrangements in
connection with the appointment of Paul DiMarco to serve as its Executive Vice
President and Chief Financial Officer, which arrangements had not yet been
determined when the Original Filing was filed. This Amendment No. 1 supplements
the Original Filing and should be read in conjunction with the Original Filing.
On March 30, 2023, the Company entered into an employment agreement with
Mr. DiMarco (the "Agreement"), relating to his becoming the Company's Executive
Vice President and Chief Financial Officer. The Agreement remains in effect
until terminated and provides that Mr. DiMarco will be paid an initial annual
base salary of $500,000. The Agreement also provides for an annual performance
bonus of up to his base salary based on the achievement of goals established by
the Compensation Committee of the Company's Board of Directors (the
"Committee"), as determined in the Committee's sole discretion, so long as
Mr. DiMarco continues to provide active, full-time service through the
applicable bonus period and the date the bonus is paid. Following termination of
Mr. DiMarco's employment by the Company without cause (as defined in the
Agreement) or by Mr. DiMarco for good reason (as defined in the Agreement),
Mr. DiMarco would receive his base salary, an amount equal to the average
performance bonus (as defined in the Agreement) he received preceding
termination and certain employee benefits set forth in the Agreement paid over a
period of twelve months from the date of termination. If Mr. DiMarco's
employment is terminated other than for cause and he has not breached certain of
his obligations set forth in the Agreement, his restricted stock and stock
options that he currently has or may have in the future would continue to vest
until they are fully vested, and any existing and future stock option grants
will remain exercisable for the full term of the grant, subject further in all
cases, to the terms of the Company's incentive plans. If there is a change of
control (as defined in the Agreement) of the Company during the employment term
and Mr. DiMarco's employment is terminated by the Company without cause or by
him for good reason within 12 months thereafter, Mr. DiMarco would be entitled
(i) to a lump sum payment equal to the sum of (x) one and a half times his base
salary and (y) one and a half times his average performance bonus, (ii) the
immediate vesting of any previously unvested options and restricted stock and
(iii) the continuation of benefits as set forth in the Agreement; provided,
that, under certain circumstances, any change in control payment would be
reduced to avoid triggering an excise tax on such payment. The Agreement also
contains confidentiality, non-competition and non-solicitation provisions.
The foregoing description of the Agreement is only a summary and is qualified in
its entirety by reference to the full text of the Agreement, which will be filed
as an exhibit to the Company's next quarterly report on Form 10-Q.
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