<PAGE>
                                                                   EXHIBIT 10.35


                              QUANTA SERVICES, INC.
                                   TERM SHEET
                    ANNUAL INCENTIVE PLAN 2005 - FIELD UNITS

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Participants                    Employees will be selected to participate in the
                                Annual Incentive plan annually at the discretion
                                of the CEO with the approval of the Compensation
                                Committee.
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Target Incentive                o  Target incentive ranges have been or will be
                                   developed for each participant in the Plan.

                                o  Management will make recommendations to the
                                   Compensation Committee regarding the target
                                   incentive for each participant based on a
                                   competitive range.
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Performance Measures            o  The Annual Incentive for each Operating Unit
                                   will be based on an operating income target
                                   to be approved by the Compensation Committee
                                   annually.

                                o  For purposes of the plan, operating income
                                   will be operating income less interest
                                   expense, net of interest income and excluding
                                   gains or losses on sales of property and
                                   equipment.

                                o  There will be no discretionary portion for
                                   the annual incentive.
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Incentive Determination            PERCENTAGE OF TARGET/     INCENTIVE AS A % OF
                                    OBJECTIVE OBTAINED        TARGET INCENTIVE
                                   ---------------------------------------------
                                       Less than 75%                  0%
                                   ---------------------------------------------
                                            75%                      25%
                                   ---------------------------------------------
                                            80%                      40%
                                   ---------------------------------------------
                                            85%                      55%
                                   ---------------------------------------------
                                            90%                      70%
                                   ---------------------------------------------
                                            95%                      85%
                                   ---------------------------------------------
                                           100%                     100%
                                   ---------------------------------------------
                                           150%                     150%
                                   ---------------------------------------------
                                      200% or greater               200%
                                   ---------------------------------------------

                                o  Subject to the limitations described below,
                                   the amount of incentive will be determined
                                   based on the table above.

                                o  The salary to be used in the incentive
                                   calculation will be the base salary in effect
                                   on the December 31 immediately preceding the
                                   date of the calculation.

                                o  When performance falls between the designated
                                   points in the table, the incentive will be
                                   determined by interpolation.
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Limitations                     o  The bonus calculation is subject to the
                                   following limitations; sequenced as follows:
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                                   Step 1:

                                   Is target bonus pool > 10% of the operating
                                   income (as defined).

                                       If Yes, Go to Step 2.

                                       If No, use the above chart. Any bonus
                                       earned (for the aggregate pool) is
                                       limited to 10% of operating income.
                                       Further, any individual bonuses are
                                       capped at 200% of the target bonus.

                                   Step 2:

                                   a. Any bonus earned (for the aggregate pool)
                                   is limited to 10% of the operating income
                                   (as defined).

                                   b. For every dollar of operating income (as
                                   defined) in excess of the operating income
                                   goal, $.25 will be contributed to the bonus
                                   pool.

                                   This contribution is limited to 100% of the
                                   target bonus for each of the pool
                                   participants via the aggregate of a. and b.

                                o  Any calculated incentive will be
                                   subject to (i) assessment of overall company
                                   performance to ensure that payout of
                                   calculated incentives will not jeopardize the
                                   financial stability of the company and (ii)
                                   approval by the Compensation Committee.

                                o  A participant must be employed by the
                                   company on the date the bonus is paid. Any
                                   participant not employed by the company on
                                   the payment date forfeits any and all rights
                                   to such bonus. It is the company's intention
                                   to pay bonuses earned under the plan in March
                                   following the end of the calculation period.
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Incentive Payout                Any incentive earned under the Annual Incentive
                                Plan is intended to be paid in cash.
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                              QUANTA SERVICES, INC.
                                   TERM SHEET
                     ANNUAL INCENTIVE PLAN 2005 - CORPORATE

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Participants                    Employees will be selected to participate in
                                the Annual Incentive Plan at the discretion of
                                the CEO with the approval of the Compensation
                                Committee.
--------------------------------------------------------------------------------
Target Incentive                o  Target incentive ranges have been or will be
                                   developed for each participant in the Plan.

                                o  Management will make recommendations to the
                                   Compensation Committee regarding the target
                                   incentive for each participant based on a
                                   competitive range.
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Performance Measures            o  The annual incentive will be based on an
                                   operating income target to be determined
                                   annually by the Compensation Committee. This
                                   target will be adjusted, as appropriate, at
                                   the discretion of the Compensation Committee
                                   to take into account any business
                                   acquisitions or divestitures during the Plan
                                   year.

                                o  For purposes of the plan, operating income
                                   will be operating income less interest
                                   expense, net of interest income.

                                o  There will be no discretionary portion for
                                   the annual incentive.
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Incentive Determination            PERCENTAGE OF TARGET/     INCENTIVE AS A % OF
                                     OBJECTIVE OBTAINED       TARGET INCENTIVE
                                   ---------------------------------------------
                                       Less than 75%                   0%
                                   ---------------------------------------------
                                            75%                       25%
                                   ---------------------------------------------
                                            80%                       40%
                                   ---------------------------------------------
                                            85%                       55%
                                   ---------------------------------------------
                                            90%                       70%
                                   ---------------------------------------------
                                            95%                       85%
                                   ---------------------------------------------
                                           100%                      100%
                                   ---------------------------------------------
                                           150%                      150%
                                   ---------------------------------------------
                                      200% or greater                200%
                                   ---------------------------------------------

                                o  The amount of incentive earned will be based
                                   on the table above.

                                o  The salary to be used in the calculation will
                                   be the base salary in effect on the December
                                   31 immediately preceding the date of the
                                   calculation.

                                o  When performance falls between the designated
                                   points in the table, the incentive will be
                                   determined by interpolation.
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Limitations                     o  Any calculated incentive will be subject to
                                   (i) assessment of overall company performance
                                   to ensure that payout of calculated
                                   incentives will not jeopardize the financial
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                                   stability of the company and (ii) approval by
                                   the Compensation Committee.

                                o  A participant must be employed by the company
                                   on the date the bonus is paid. Any
                                   participant not employed by the company on
                                   the payment date forfeits any and all rights
                                   to such bonus. It is the company's intention
                                   to pay bonuses earned under the plan in March
                                   following the end of the calculation period.
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Incentive Payout                Any incentive earned under the Annual Incentive
                                Plan is intended to be paid in cash.
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                              QUANTA SERVICES, INC.
                                   TERM SHEET
                 SUPPLEMENTAL INCENTIVE PLAN 2005 - FIELD UNITS

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Participants                    o  Employees will be selected to participate in
                                   the Supplemental Incentive Plan annually at
                                   the discretion of the CEO with the approval
                                   of the Compensation Committee.

                                o  For purposes of the supplemental incentive,
                                   Field Unit participants will be classified
                                   into two categories: Stock Eligible or
                                   Cash-only Eligible participants, at the
                                   discretion of the CEO with the approval of
                                   the Compensation Committee.
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Target Incentive                Each participant will be assigned a target
                                supplemental incentive expressed as a dollar
                                value annually.
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Performance Measures            PERFORMANCE AWARD

                                o  Fifty percent of a participant's supplemental
                                   incentive value will be based on Modified
                                   Return on Asset (MROA) performance versus
                                   target.

                                o  MROA will be calculated by dividing net
                                   operating income (excluding gains or losses
                                   on sales of property and equipment ) by total
                                   assets. Operating Income is defined as
                                   operating income before goodwill amortization
                                   plus/minus the annual/quarterly insurance
                                   true-up adjustment and includes any top-side
                                   entries that are specific to an individual
                                   operating unit. Total assets will be based on
                                   the quarterly average for the fiscal year
                                   excluding inter-company accounts and cash on
                                   hand.

                                DISCRETIONARY AWARD

                                For 2005, the remaining fifty percent of the
                                supplemental incentive will, in lieu of a
                                discretionary component, be based on the
                                following:

                                o  Safety:

                                    >  Each Operating Unit has a "Total Incident
                                       Injury Rate" ("TIIR") target. Subject to
                                       each participant's ethical behavior and
                                       compliance with the Code of Ethics and
                                       Business Conduct, one-half of the
                                       discretionary award will be based on
                                       achieving the TIIR target.

                                    >  Each Operating Unit's performance will be
                                       measured against the "Safety Severity
                                       Rating Index", which analyzes job-related
                                       incidents taking into account both the
                                       work status of the injured employee and
                                       the incurred insurance reserves
                                       associated with the incident. Subject to
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                                       each participant's ethical behavior and
                                       compliance with the Code of Business
                                       Conduct, one- half of the discretionary
                                       award will be based on the Operating
                                       Unit's Safety Severity Rating. Operating
                                       Unit's that achieve a score of 0 to 74
                                       points will earn 100% of this component
                                       of the award, and Operating Unit's that
                                       achieve a score of 75 to 149 points will
                                       earn 75% of this component of the award.
                                       No award is earned under this component
                                       of this plan if an operating unit's score
                                       exceeds 149.
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Incentive Determination            PERCENTAGE OF TARGET/     INCENTIVE AS A % OF
                                    OBJECTIVE OBTAINED        TARGET INCENTIVE
                                   ---------------------------------------------
                                       Less than 75%                  0%
                                   ---------------------------------------------
                                             75%                     25%
                                   ---------------------------------------------
                                             80%                     40%
                                   ---------------------------------------------
                                             85%                     55%
                                   ---------------------------------------------
                                             90%                     70%
                                   ---------------------------------------------
                                             95%                     85%
                                   ---------------------------------------------
                                             100%                   100%
                                   ---------------------------------------------
                                             150%                   150%
                                   ---------------------------------------------
                                       200% or greater              200%
                                   ---------------------------------------------

                                o  The Performance Award will be determined
                                   according to the table above.

                                o  When performance falls between the designated
                                   points in the table, the incentive will be
                                   determined by interpolation.
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Limitations                     o  Any calculated incentive will be subject to
                                   (i) assessment of overall company performance
                                   to ensure that payout of calculated
                                   incentives will not jeopardize the financial
                                   stability of the company and (ii) approval by
                                   the Compensation Committee.

                                o  In any year, stock awarded under this and all
                                   other plans shall not exceed 1% of the
                                   outstanding stock. The Compensation Committee
                                   and the Board of Directors will review this
                                   limitation annually.

                                o  A participant must be employed by the
                                   company on the date the bonus is paid. Any
                                   participant not employed by the company on
                                   the payment date forfeits any and all rights
                                   to such bonus. It is the company's intention
                                   to pay bonuses earned under the plan in March
                                   following the end of the calculation period.
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Incentive Payout                o  Stock Eligible participants, at the election
                                   of the CEO with approval by the Compensation
                                   Committee, may receive any incentive earned
                                   under the Supplemental plan in cash,
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                                   restricted stock or a combination thereof.
                                   Subject to the above limitations, the portion
                                   of the incentive awarded in restricted stock
                                   will be multiplied by 1.25 and then that
                                   amount will be divided by the current stock
                                   price to determine the number of shares Any
                                   shares awarded will vest ratably over a
                                   three-year period following the date of
                                   grant. A participant receiving restricted
                                   stock must be employed by the company at each
                                   vesting date. If a participant leaves the
                                   employment of the company, all unvested
                                   restricted stock awards are forfeited.


                                o  Cash-only Eligible participants will receive
                                   any incentive earned for the year in cash.
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<PAGE>

                              QUANTA SERVICES, INC.
                                   TERM SHEET
                  SUPPLEMENTAL INCENTIVE PLAN 2005 - CORPORATE

--------------------------------------------------------------------------------
Participants                    o  Employees will be selected to participate in
                                   the Supplemental Incentive Plan annually at
                                   the discretion of the CEO with the approval
                                   of the Compensation Committee.

                                o  For purposes of the supplemental incentive,
                                   Corporate participants will be classified
                                   annually into two categories: Stock Eligible
                                   or Cash-only Eligible participants, at the
                                   discretion of the CEO with the approval of
                                   the Compensation Committee.
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Performance Measures            PERFORMANCE AWARD

                                Fifty percent of a participant's supplemental
                                incentive value will be based on return on
                                equity after eliminating the effects of goodwill
                                (ROE) versus the target for the year. This
                                target will be determined annually by the
                                Compensation Committee. The target will be
                                adjusted as appropriate, at the discretion of
                                the Compensation Committee, to take into account
                                any business acquisitions or dispositions during
                                the Plan year.

                                DISCRETIONARY AWARD

                                The remaining fifty percent of a participant's
                                supplemental incentive value will be determined
                                on a discretionary basis. The Discretionary
                                Award will be based on obtaining pre-
                                established objectives established for each
                                participant for the year and on exhibiting
                                ethical behavior and compliance with the Code of
                                Ethics and Business Conduct.

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Incentive Determination            PERCENTAGE OF TARGET/     INCENTIVE AS A % OF
                                    OBJECTIVE OBTAINED         TARGET INCENTIVE
                                   ---------------------------------------------
                                       Less than 75%                  0%
                                   ---------------------------------------------
                                            75%                      25%
                                   ---------------------------------------------
                                            80%                      40%
                                   ---------------------------------------------
                                            85%                      55%
                                   ---------------------------------------------
                                            90%                      70%
                                   ---------------------------------------------
                                            95%                      85%
                                   ---------------------------------------------
                                           100%                     100%
                                   ---------------------------------------------
                                           150%                     150%
                                   ---------------------------------------------
                                     200% or greater                200%
                                   ---------------------------------------------

                                o  The Performance Award will be determined
                                   according to the table above.

                                o  When performance falls between the designated
                                   points in the table, the incentive will be
                                   determined by interpolation.
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Limitations                     o  Any calculated incentive will be subject to
                                   (i) assessment of overall company performance
                                   to ensure that payout of calculated
                                   incentives will not jeopardize the financial
                                   stability of the company and (ii) approval by
                                   the Compensation Committee.

                                o  In any year, stock awarded under this and all
                                   other plans shall not exceed 1% of the
                                   outstanding stock. The Compensation Committee
                                   and the Board of Directors will review this
                                   limitation annually.

                                o  A participant must be employed by the company
                                   on the date the bonus is paid. Any
                                   participant not employed by the company on
                                   the payment date forfeits any and all rights
                                   to such bonus. It is the company's intention
                                   to pay bonuses earned under the plan in March
                                   following the end of the calculation period.
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Incentive Payout                o  Stock Eligible participants, at the election
                                   of the CEO with approval by the Compensation
                                   Committee, may receive any incentive earned
                                   under the Supplemental plan in cash,
                                   restricted stock or a combination thereof.
                                   Subject to the above limitations, the portion
                                   of the incentive awarded in restricted stock
                                   will be multiplied by 1.25 and then that
                                   amount will be divided by the current stock
                                   price to determine the number of shares. Any
                                   shares awarded will vest ratably over a
                                   three-year period following the date of
                                   grant. A participant receiving restricted
                                   stock must be employed by the company at each
                                   vesting date. If a participant leaves the
                                   employment of the company, all unvested
                                   restricted stock awards are forfeited.

                                o  Cash-only Eligible participants will receive
                                   any incentive earned for the year in cash.
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                              QUANTA SERVICES, INC.
                                   TERM SHEET
                     DISCRETIONARY INCENTIVE PLAN 2005 - ALL

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Discretionary Payout            Annually, the Compensation Committee shall
                                establish a discretionary incentive pool that
                                will be available to reward exceptional
                                performance. This pool will be awarded at the
                                discretion of the CEO, with the Compensation
                                Committee's approval, in cash, restricted stock,
                                or a combination thereof. A participant must be
                                employed by the company on the date the bonus is
                                paid. Any participant not employed by the
                                company on the payment date forfeits any and all
                                rights to such bonus. It is the company's
                                intention to pay bonuses earned under the plan
                                in March following the end of the calculation
                                period.
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