Second Amendment to Deferred Bonus Agreement



 





Exhibit 10.52




SECOND AMENDMENT TO

MASTEC, INC. DEFERRED BONUS AGREEMENT FOR AUSTIN SHANFELTER

DATED NOVEMBER 1, 2002




     This Amendment made and entered into this 22nd day of June, 2007, effective as of such date,
by and between MasTec, Inc., a Florida corporation, with principal offices and place of business in
the State of Florida (the “Corporation”) and Austin Shanfelter, an individual residing in the State
of Florida (the “Employee”).



     WHEREAS, the Corporation and Employee entered into a Deferred Bonus Agreement on November 1,
2002 (the “Agreement”) to provide the terms and conditions upon which the Corporation shall pay a
certain deferred bonus to the Employee; and



     WHEREAS, in accordance with paragraph 3b of the Agreement, the parties desire to amend the
Agreement to modify certain provisions thereof in accordance with the transition relief under
Section 409A of the Internal Revenue Code of 1986, as amended;



     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 the date first above
written.



     1. Paragraph 1a is amended by deleting the paragraph in its entirety, and substituting the
following in lieu thereof:




     a. Eligibility for Benefit. As of November 1, 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 on the date of a
change in control, within the meaning of Section 409A of the Internal Revenue Code of 1986,
as amended, 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 by a majority of the Corporation’s board of directors prior to the
date of such appointment or election.



     2. Paragraph 1c is amended by deleting the paragraph in its entirety, and substituting the
following in lieu thereof:




     c. Payment of Deferred Bonus. On or as soon as administratively practicable
after the date upon which the Employee becomes entitled to the Deferred Bonus as provided
above, but in no event later than 60 days after such date (except as otherwise provided
below), the Corporation shall pay to the Employee an amount equal to the Deferred Bonus,
subject to usual withholding taxes. Notwithstanding the foregoing, the Deferred Bonus shall
not be paid prior to January 1, 2008.



     3. Except as herein amended, the parties hereby ratify and confirm the Agreement in all
respects, effective as of the date first above written.



	 	 	 	 	 
	 	MASTEC, INC.

 	 
	 	By:  	/s/ Jose Mas
 	 
	 	 	Jose Mas, President & CEO 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                  /s/ Austin Shanfelter
 	 
	 	Austin Shanfelter 	 
	 	“Employee”