First Amendment to Deferred Bonus Agreement



 






Exhibit 10.41




FIRST AMENDMENT TO

MASTEC, INC. DEFERRED BONUS AGREEMENT FOR JORGE MAS

DATED NOVEMBER 1, 2002




     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 Jorge Mas, 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;



     WHEREAS, the Corporation and Employee intend that the Agreement provide for payment of such
deferred bonus upon termination, due to a change of control in the Corporation, of two split-dollar
agreements entered into by the Corporation and Employee as of December 1, 2002 and May 8, 2003; and



     WHEREAS, in accordance with paragraph 3b of the Agreement, the parties desire to amend the
Agreement to modify certain provisions thereof to satisfy the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended, and to clarify certain rights and obligations
thereunder;



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



 









 






          a. Eligibility for Benefit. As of December 1, 2002 and May 8, 2003, the
Corporation and the Employee entered into Split-Dollar Agreements (collectively 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 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. 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, the Corporation shall pay to the
Employee an amount equal to the Deferred Bonus, subject to usual withholding taxes.



     3. 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/ Austin Shanfelter
 	 
	 	Austin Shanfelter, President 	 
	 	"Corporation" 	 
	 



	 	 	 	 	 
	 	Attest

 	 
	 	/s/ Alberto de Cardenas
 	 
	 	Secretary 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	     /s/ Jorge Mas
 	 
	 	Jorge Mas 	 
	 	"Employee"