MASTEC, INC.
DEFERRED BONUS AGREEMENT FOR JORGE MAS
THIS AGREEMENT,
made and entered into as of this 1 st day of November, 2002, by and between MASTEC,
INC., a Florida corporation, with principal offices and place of
business in the State of Florida (the “Corporation”),
and Jorge Mas, an individual residing in the State of Florida (the
“Employee”),
WHEREAS, the
Employee is employed by the Corporation; and
WHEREAS, the
Corporation recognizes the value of the services performed by the
Employee and wishes to encourage his continued employment;
and
WHEREAS, the
Employee wishes to be assured that he will be entitled to a certain
retirement benefit; and
WHEREAS, the
parties hereto wish to provide the terms and conditions upon which
the Corporation shall pay such retirement benefit to the Employee;
and
WHEREAS, the
parties hereto intend that this Agreement be considered an unfunded
arrangement, maintained primarily to provide deferred compensation
benefits for the Employee, a member of a select group of management
or highly compensated employees of the Corporation for purposes of
the Employee Retirement Security Act of 1974, as
amended;
NOW, THEREFORE, in
consideration of the premises and of the mutual promises herein
contained, the parties hereto agree as follows:
a.
Eligibility for Benefit . As of the 1
st day of November, 2002, the Corporation and the
Employee entered into a Split-Dollar Agreement (the
“Split-Dollar Agreement”). The Employee shall be
entitled to receive the Deferred Bonus provided hereunder from the
Corporation in the event that the Split-Dollar Agreement is
terminated as a result of a Change of Control in the Corporation.
For purposes hereof, a Change in Control shall occur at any time
that the collective voting securities of the Corporation owned
directly or indirectly by Jose Ramon Mas Holdings I Limited
Partnership, Jorge Mas Holdings I Limited Partnership, Mas Family
Foundation, Inc., a Florida not-for-profit corporation, Juan Carlos
Mas Holdings I Limited Partnership, Jorge L Mas Canosa Holdings I
Limited Partnership, and their respective ancestors and descendants
are less than 38% of the outstanding voting securities of the
Corporation.
b.
Amount of Deferred Bonus . The amount of the Deferred
Bonus to be provided by the Corporation to the Employee under this
Section 1 shall be an amount equal to the sum of the total
amount of the premium payments made by the Corporation under the
terms of the Split-Dollar Agreement, plus 4%, compounded
annually.
c.
Payment of Deferred Bonus . Within 60 days of
the date upon which the Employee becomes entitled to the Deferred
Bonus, as provided above, the Corporation shall pay to the Employee
an amount equal to the Deferred Bonus, subject to usual withholding
taxes.
d.
No Trust Created . Notwithstanding anything in this
Section 1, no action taken pursuant to its provisions by
either the Corporation or the Employee shall create, or be
construed to create, a trust of any kind, or a fiduciary
relationship between the Corporation and the Employee, his
beneficiary or beneficiaries, or any other person.
e.
Deferred Bonus Unfunded . Until the occurrence of any
event which entitles the Employee to receive the Deferred Bonus
provided under this Section 1, such benefit shall remain an
asset of the Corporation which, in the event of the
Corporation’s insolvency, will be subject to the claims of
general creditors of the Corporation. The parties intend this
Deferred Bonus to be considered unfunded for federal income tax
purposes, so as not to have the benefit provided hereunder be
included in the Employee’s income for such tax purposes prior
to actual receipt thereof.
f.
Benefit Not Transferable . Neither the Employee, his
beneficiary or beneficiaries, nor any other person with a
beneficial interest in this Agreement shall have any power or right
to transfer, assign, anticipate, hypothecate or otherwise encumber
any part or all of this Deferred Bonus. No such amounts shall be
subject to seizure by any creditor or any such beneficiary, by a
proceeding at law or in equity, nor shall such amounts be
transferable by operation of law in the event of bankruptcy,
insolvency or death of the Employee, his beneficiary or
beneficiaries, or any other person with a beneficial interest in
this Agreement. Any such attempt at assignment or transfer shall be
void.
2.
Named Fiduciary, Determination of Benefits, Claims Procedure
and Administration.
a.
The Corporation is hereby designated as the named fiduciary under
this Agreement. The named fiduciary shall have authority to control
and manage the operation and administration of this Agreement, and
it shall be responsible for establishing and carrying out a funding
policy and method consistent with the objectives of this
Agreement.
b.
Claim . A Participant, beneficiary or other person
who believes that he or she is being denied a benefit to which he
or she is entitled (hereinafter referred to as
“Claimant”), or his or her duly authorized
representative, may file a written request for such benefit with
the President of the Corporation (the “First Level
Reviewer”), setting forth his or her claim. Such claim must
be addressed to the President of the Corporation, at its then
principal place of business.
c.
Claim Decision . Upon receipt of a claim, the First
Level Reviewer shall advise the Claimant that a reply will be
forthcoming within a reasonable period of time, but ordinarily not
later than ninety days, and shall, in fact, deliver such reply
within such period. However, the First Level Reviewer may extend
the reply period for an additional ninety days for
reasonab
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