Deffered Bonus Agreement / Austin Shanfelter



 





Exhibit 10.42




MASTEC, INC.

DEFERRED BONUS AGREEMENT FOR AUSTIN SHANFELTER




     THIS AGREEMENT, made and entered into as of this 1st 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 Austin Shanfelter, an individual residing in the State of
Florida (the “Employee”),



     WITNESSETH THAT:



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



     NOW, THEREFORE, in consideration of the premises and of the mutual promises herein contained,
the parties hereto agree as follows:



     1. Deferred Bonus



          a. Eligibility for Benefit. As of the 1st 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 of the termination of the Split-Dollar Agreement, for any reason other
than the Employee’s death.




          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.




          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. Miscellaneous



          a. No Contract of Employment. Nothing contained herein shall be construed to be a
contract of employment for any term of years, nor as conferring upon the Employee the right to
continue in the employ of the Corporation in any capacity.




          b. Amendment of Agreement. This Agreement may not be amended, altered or modified,
except by a written instrument signed by the parties hereto, or their respective successors or
assigns, and may not be otherwise terminated except as provided herein.




          c. Notice. Any notice, consent, or demand required or permitted to be given under the
provision of this Agreement shall be in writing, and shall be signed by the party giving or making
the same. If such notice, consent, or demand is mailed to a party hereto, it shall be sent by
United States certified mail, postage prepaid, addressed to such party’s last known address as
shown on the records of the Company. The date of such mailing shall be deemed the date of notice,
consent, or demand. Either party may change the address to which notice is to be sent by giving
notice of the change of address in the manner aforesaid.




          d. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.




          e. Gender, Singular and Plural. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may
require. As the context may require, the singular may be read as the plural and the plural as the
singular.




          f. Inurement. This Agreement shall be binding upon and inure to the benefit of the
Corporation and its successors and assigns, and the Employee, his successors, heirs, executors,
administrators and beneficiaries.




          g. Captions. The captions of the sections and paragraphs of this Agreement are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.




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          h. Validity. In the event any provision of this Agreement is held invalid, void, or
unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other
provision of this Agreement.




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in duplicate, as of the
day and year first above written.




	 	 	 	 	 
	 	MASTEC, INC.

 	 
	 	By /s/ Austin Shanfelter
 	 
	 	Austin Shanfelter, President 	 
	 	 	 
	 



	 	 	 	 	 
	 	Attest

 	 
	 	/s/
Cristina Canalas
 	 
	 	Secretary 	 
	 	 	 
	 



	 	 	 	 	 
	 	“Corporation”
 	 
		
/s/ Austin Shanfelter
 	 
	 	Austin Shanfelter	 
	 	"Employee" 	 
	 




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