FIRST AMENDMENT TO SPLIT-DOLLAR AGREEMENT BETWEEN MASTEC, INC. AND JOSE MAS DATED MARCH 11, 2005
Exhibit 10.51
This Amendment made and entered into this 6th day of January, 2006, effective as of January 1,
2005, by and between MasTec, Inc., a Florida corporation, with principal offices and place of
business in the State of Florida (the “Corporation”) and Xxxx Mas, an individual residing in the
state of Florida (the “Employee”).
WHEREAS, the Corporation and the Employee entered into a Split-Dollar Agreement on March 11,
2005, effective as of August 3, 2004 (the “Agreement”), to govern the rights and obligations of the
parties with respect to that certain life insurance policy issued by The Hartford Financial
Services Group Inc., insuring the life of the Employee (the “Policy”), which Policy is described in
Exhibit A of the Agreement; and
WHEREAS, in accordance with paragraph 13 of the Agreement, the parties desire to amend the
Agreement to modify certain of their respective rights and obligations with respect to such
Policies;
NOW, THEREFORE, in consideration of the premises and of the mutual promises contained herein,
the parties hereto hereby amend the Agreement, as follows, effective as of January 1, 2005.
1. Paragraph 8 is amended by deleting the paragraph in its entirety, and substituting the
following in lieu thereof:
8. Termination of the Agreement During the Employee’s Lifetime. This Agreement
shall terminate, during the Employee’s lifetime, without notice, upon the occurrence of any
of the following events: (a) the Corporation’s (i) bankruptcy (with the approval of a
bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A)), or (ii) dissolution taxed
under Section 331 of the Internal Revenue Code of 1986, as amended (“Code”); or (b) the date
of a change in control, within the meaning of Code Section 409A, due to (i) one person, or
more than one person acting as a group, acquiring
ownership of stock of the Corporation constituting more than 50% of the total fair market
value or total voting power of such stock, or (ii) a majority of the Corporation’s board of
directors being replaced during any 12-month period by directors whose appointment or
election is not endorsed by a majority of the Corporation’s board of directors prior to the
date of such appointment or election.
2. Except as herein amended, the parties hereby ratify and confirm the Agreement in all
respects, effective as of January 1, 2005.
| MASTEC, INC. |
||||
| By /s/ Xxxxxx Xxxxxxxxxx | ||||
| Xxxxxx Xxxxxxxxxx, President | ||||
| "Corporation" | ||||
| Attest |
||||
| /s/ Xxxxxxx xx Xxxxxxxx | ||||
| Secretary | ||||
| /s/ Xxxxx Mas | ||||
| Xxxxx Mas | ||||
| "Employee" | ||||
- 2 -
