Exhibit 10.17
-------------
FIRST AMENDMENT TO SPLIT-DOLLAR AGREEMENT BETWEEN
MASTEC, INC. AND XXXXX MAS
WHEREAS, MasTec, Inc., a Florida corporation, with principal offices in
the State of Florida (the "Corporation"), and Xxxxx Mas, an individual
residing in the State of Florida (the "Employee"), entered into a Split-
Dollar Agreement on December 1, 2002, effective as of September 13, 2002
(the "Agreement") to govern the rights and obligations of the parties with
respect to that certain life insurance policy issued by Xxxx Xxxxxxx Variable
Life Insurance Company insuring the life of the Employee (the "Policy");
WHEREAS the parties hereto wish to amend the Agreement to provide that
$60,000,000 of the $80,000,000 face amount of the Policy will be subject to
the Agreement;
NOW THEREFORE, in consideration of the premises and of the mutual
promises contained herein, the parties hereto hereby amend the Agreement,
as follows:
1. Section 2 of the Agreement is hereby deleted in its entirety and the
following is substituted therefor:
"2. Purchase of Policy. The Corporation has purchased the Policy
from the Insurer in the Face Amount of Insurance (as such term is defined in
the Policy) of $80,000,000 and Death Benefit Option A (as such term is defined
in the Policy). Three-fourths of the Policy is subject to this Agreement,
the balance of the Policy is key person insurance, owned by and payable to
the Corporation; all references herein to the Policy shall be to the portion
thereof which is subject hereto. The parties hereto have taken all
necessary action to cause the Insurer to issue the Policy, and shall take
any further action which may be necessary to cause the Policy to conform to
the provisions of this Agreement. The parties hereto agree that the Policy
shall be subject to the terms and conditions of this Agreement and of the
endorsement to the Policy filed with the Insurer."
2. Section 7.b. of the Agreement is hereby deleted in its entirety and
the following is substituted therefor:
"b. Upon the death of the Employee, the Corporation shall have
the unqualified right to receive a portion of such death benefit equal to
the total amount of the premiums paid by it hereunder, plus 4%, compounded
annually. The next $60,000,000 of the death benefit provided under the
Policy shall be paid directly to the beneficiary or beneficiaries designated
by the Corporation at the direction of the Employee, in the manner and in
the amount or amounts provided in the beneficiary designation provision of
the Policy. The Corporation shall have the unqualified right to receive the
balance, if any, of the death benefit provided under the Policy. In no event
shall the amount payable to the Corporation hereunder exceed the Policy
proceeds payable at the death of the Employee. No amount shall be paid from
such death benefit to the beneficiary or beneficiaries designated by the
Corporation at the direction of the Employee, until the full amount due the
Corporation for the return of its premiums plus interest hereunder has been
paid. The parties hereto agree that the beneficiary designation
provision of the Policy shall conform to the provisions hereof."
3. Section 8.a. of the Agreement is hereby deleted in its entirety and
the following is substituted therefor:
"a. This Agreement shall terminate, during the Employee's
lifetime, without notice, upon the occurrence of any of the following events:
(a) total cessation of the Corporation's business; (b) bankruptcy,
receivership or dissolution of the Corporation; or (c) at any time that the
collective voting securities of the Corporation owned directly or indirectly
by Xxxx Xxxxx Mas Holdings I Limited Partnership, Xxxxx Mas Holdings I
Limited Partnership, Mas Family Foundation, Inc., a Florida not-for-profit
corporation, Xxxx Xxxxxx Mas Holdings I Limited Partnership, Xxxxx L Mas
Xxxxxx Holdings I Limited Partnership, Xxxxx X. Mas, Xxxxx Mas, Xxxx Xxxxxx,
Xxxx Xxxxx Mas, and their respective ancestors and descendants, are less
than 38% of the outstanding voting securities of the Corporation (a
"Change in Control").
4. Exhibit A of the Agreement is hereby deleted in its entirety and the
following is substituted therefor:
"Exhibit A
----------
Insurer: Xxxx Xxxxxxx Variable Life Insurance Company
Insured: Xxxxx Mas
Policy Number: 59 416 001
Face Amount: $60,000,000 of the $80,000,000 face
amount of the Policy
Death Benefit Option: Option A
Date of Issue August 27, 2002"
5. Except as herein amended, the parties hereby ratify and confirm
the Agreement in all respects.
IN WITNESS WHEREOF, the parties hereto have executed multiple original
copies of this First Amendment to Split-Dollar Agreement this 1st day of
December, 2003.
MASTEC, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------------
Xxxxxx Xxxxxxxxxx, President
ATTEST:
/s/ Xxxxx Xxxxx
-----------------------
Assistant Secretary
"Corporation"
/s/ Xxxxx Mas
------------------------
XXXXX MAS
"Employee"
2
