exv10w5



 




Exhibit 10.5



QUANTA SERVICES, INC. 2001 STOCK INCENTIVE
PLAN



RESTRICTED STOCK AGREEMENT



Grantee:



Address:



Number of Awarded Shares:



Date of Award:



	 	 	 	 	 	 	 
	
    
    Vesting of the Awarded Shares:

    	 	
    Date
    	 	
    No. Shares
    	 	
    Vested %
    
	 	 	
	 	
	 	

	 
	 
	
    
    Total

    	 	 	 	 	 	 




     
Quanta Services, Inc., a Delaware corporation
(the “Company”), hereby grants to the
individual whose name appears above
(“Grantee”), pursuant to the provisions of the
Quanta Services, Inc. 2001 Stock Incentive Plan (As Amended and
Restated March 13, 2003) as amended from time to time in
accordance with its terms (the “Plan”), a
restricted stock award (this “Award”) of shares
(the “Awarded Shares”) of its common stock, par
value $0.00001 per share (the “Common
Stock”), effective as of the date of award as set forth
above (the “Grant Date”), upon and subject to
the terms and conditions set forth in this Restricted Stock
Agreement (this “Agreement”) and in the Plan,
which are incorporated herein by reference. Unless otherwise
defined in this Agreement, capitalized terms used in this
Agreement shall have the meanings assigned to them in the Plan.



     
1.     EFFECT OF
THE PLAN. The Awarded Shares
granted to Grantee are subject to all of the provisions of the
Plan and of this Agreement, together with all rules and
determinations from time to time issued by the Committee and by
the Board pursuant to the Plan. The Company hereby reserves the
right to amend, modify, restate, supplement or terminate the
Plan without the consent of Grantee, so long as such amendment,
modification, restatement or supplement shall not materially
reduce the rights and benefits available to Grantee hereunder,
and this Award shall be subject, without further action by the
Company or Grantee, to such amendment, modification, restatement
or supplement unless provided otherwise therein.



 







 



     
2.         GRANT.
This Award shall evidence Grantee’s ownership of the
Awarded Shares, and Grantee acknowledges that he or she will not
receive a stock certificate representing the Awarded Shares
unless and until the Awarded Shares vest as provided in this
Award and all tax withholding obligations applicable to the
Vested Awarded Shares (as defined below) have been satisfied.
The Awarded Shares will be held in custody for Grantee, in a
book entry account with the Company’s transfer agent, until
the Awarded Shares have vested in accordance with Section 3
of this Award. Upon vesting of the Awarded Shares, the Company
shall, unless otherwise paid by Grantee as described in
Section 9(a) of this Award, withhold that number of Vested
Awarded Shares necessary to satisfy any applicable tax
withholding obligation of Grantee in accordance with the
provisions of Section 9(a) of this Award, and thereafter
instruct its transfer agent to deliver to Grantee all remaining
Vested Awarded Shares. Grantee agrees that the Awarded Shares
shall be subject to all of the terms and conditions set forth in
this Agreement and the Plan, including, but not limited to, the
forfeiture conditions set forth in Section 4 of this
Agreement, the restrictions on transfer set forth in
Section 5 of this Agreement and the satisfaction of the
Required Withholding as set forth in Section 9(a) of this
Agreement.



     
3.         VESTING SCHEDULE; SERVICE
REQUIREMENT. Except as provided
otherwise in Section 4 of this Agreement, the Awarded
Shares shall vest if Grantee’s Continuous Service is not
interrupted during the period commencing with the Grant Date and
ending with the applicable date that such portion of the Awarded
Shares vests (each, a “Vesting Date”). Awarded
Shares that have vested pursuant to this Agreement are referred
to herein as “Vested Awarded Shares” and
Awarded Shares that have not yet vested pursuant to this
Agreement are referred to herein as “Unvested Awarded
Shares.” Subject to the provisions of Section 4 of
this Agreement, if Grantee’s Continuous Service is not
interrupted prior to an applicable Vesting Date, thirty-three
and one-third (33-1/3%) of the Awarded Shares will vest on the
first Vesting Date; an additional thirty-three and one-third
(33-1/3%) of the Awarded Shares will vest on the second Vesting
Date; and the remaining thirty-three and one-third (33-1/3%) of
the Awarded Shares will vest on the third Vesting Date, all as
set forth on the first page of this Agreement under the heading
“Vesting of Awarded Shares.” Shares will vest on a
given date in the quarter in which they were granted and
not necessarily on the anniversary of the grant date. If
an installment of the vesting would result in a fractional
Vested Awarded Share, such installment will be rounded to the
next higher or lower Awarded Share, as determined by the
Company, except the final installment, which will be for the
balance of the Awarded Shares.



     
4.         CONDITIONS OF
    FORFEITURE.




			
	 	     
    (a)  Upon any termination of Grantee’s
    Continuous Service (the “Termination Date”) for
    any or no reason (other than due to Grantee’s death),
    including but not limited to Grantee’s voluntary
    resignation or termination by the Company with or without cause
    before all of the Awarded Shares become Vested Awarded Shares,
    all Unvested Awarded Shares as of the Termination Date shall,
    without further action of any kind by the Company or Grantee, be
    forfeited. Unvested Awarded Shares that are forfeited shall be
    deemed to be immediately transferred to the Company without any
    payment by the Company or action by Grantee, and the Company
    shall have the full right to cancel any evidence of
    Grantee’s ownership of such forfeited Unvested Awarded
    Shares and to take any other action necessary to demonstrate
    that Grantee no longer owns such forfeited Unvested Awarded
    Shares automatically upon such forfeiture. Following such
    forfeiture, Grantee shall have no further rights with respect to
    such forfeited Unvested Awarded Shares. Grantee, by his
    acceptance of the Award granted pursuant to this Agreement,
    irrevocably grants to the Company a power of attorney to
    transfer Unvested Awarded Shares that are forfeited to the
    Company and agrees to execute any documents requested by the
    Company in connection with such forfeiture and transfer. The
    provisions of this Agreement regarding transfers of Unvested
    Awarded Shares that are forfeited shall be specifically
    performable by the Company in a court of equity or law.
    	 




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          (b) Notwithstanding anything to the contrary
in this Agreement, the Unvested Awarded Shares shall become
vested (i) on the death of Grantee during Grantee’s
Continuous Service or (ii) in accordance with the
provisions of Section 11(c) of the Plan relating to a
Change in Control event.


     
5.     NON-TRANSFERABILITY.
Grantee may not sell, transfer, pledge, exchange, hypothecate,
or otherwise encumber or dispose of any of the Unvested Awarded
Shares, or any right or interest therein, by operation of law or
otherwise, except only with respect to a transfer of title
effected pursuant to Grantee’s will or the laws of descent
and distribution following Grantee’s death. References to
Grantee, to the extent relevant in the context, shall include
references to authorized transferees. Any transfer in violation
of this Section 5 shall be void and of no force or effect,
and shall result in the immediate forfeiture of all Unvested
Awarded Shares.



     
6.     DIVIDEND
AND VOTING RIGHTS. Subject to the
restrictions contained in this Agreement, Grantee shall have the
rights of a stockholder with respect to the Awarded Shares,
including the right to vote all such Awarded Shares, including
Unvested Awarded Shares, and to receive all dividends, cash or
stock, paid or delivered thereon, from and after the date
hereof. In the event of forfeiture of Unvested Awarded Shares,
Grantee shall have no further rights with respect to such
Unvested Awarded Shares. However, the forfeiture of the Unvested
Awarded Shares pursuant to Section 4 hereof
shall not create any obligation to repay cash dividends received
as to such Unvested Awarded Shares, nor shall such forfeiture
invalidate any votes given by Grantee with respect to such
Unvested Awarded Shares prior to forfeiture.



     
7.     CAPITAL
ADJUSTMENTS AND CORPORATE EVENTS.
If, from time to time during the term of this Agreement, there
is any capital adjustment affecting the outstanding Common Stock
as a class without the Company’s receipt of consideration,
the Unvested Shares shall be adjusted in accordance with the
provisions of Section 11(a) of the Plan. Any and all new,
substituted or additional securities to which Grantee may be
entitled by reason of Grantee’s ownership of the Unvested
Awarded Shares hereunder because of a capital adjustment shall
be immediately subject to the forfeiture provisions of this
Agreement and included thereafter as “Unvested Awarded
Shares” for purposes of this Agreement.



     
8.     REFUSAL TO
TRANSFER. The Company shall not be
required (i) to transfer on its books any Unvested Awarded
Shares that have been sold or otherwise transferred in violation
of any of the provisions of this Agreement or the Plan, or
(ii) to treat as owner of such Unvested Awarded Shares, or
accord the right to vote or pay or deliver dividends or other
distributions to, any purchaser or other transferee to whom or
which such Unvested Awarded Shares shall have been so
transferred.



     
9.     TAX
MATTERS.




          (a) The Company’s obligation to deliver
Awarded Shares to Grantee upon the vesting of such shares shall
be subject to the satisfaction of all applicable federal, state
and local income and employment tax withholding requirements
(the “Required Withholding”). If the Company
has not received from Grantee a certified check or money order
for the full amount of the Required Withholding by
5:00 P.M. Central Standard Time on the date Awarded Shares
become Vested Awarded Shares, the Company shall withhold from
the Vested Awarded Shares that otherwise would have been
delivered to Grantee a number of Vested Awarded Shares necessary
to satisfy Grantee’s Required Withholding, and deliver the
remaining Vested Awarded Shares to Grantee. The amount of the
Required Withholding and the number of Vested Awarded Shares to
be withheld by the Company, if applicable, to satisfy
Grantee’s Required Withholding, as well as the amount
reflected on tax reports filed by the Company, shall be based on
the value of the Vested Awarded Shares as of 12:01 A.M.
Central Standard Time on the applicable Vesting Date. The
obligations of the Company under this Award will be conditioned
on such satisfaction of the Required Withholding.



 







 




			
	 	     
    (b) Grantee acknowledges that the tax
    consequences associated with the award are complex and that the
    Company has urged Grantee to review with Grantee’s own tax
    advisors the federal, state and local tax consequences of this
    Award. Grantee is relying solely on such advisors and not on any
    statements or representations of the Company or any of its
    agents. Grantee understands that Grantee (and not the Company)
    shall be responsible for Grantee’s own tax liability that
    may arise as a result of the Award. Grantee understands further
    that Section 83 of the Internal Revenue Code of 1986, as
    amended (the “Code”), taxes as ordinary income
    the fair market value of the Awarded Shares as of the Vesting
    Date. Grantee also understands that Grantee may elect to be
    taxed at Grant Date rather than at the time the Awarded Shares
    vest by filing an election under Section 83(b) of the Code
    with the Internal Revenue Service and by providing a copy of the
    election to the Company. GRANTEE ACKNOWLEDGES THAT HE OR SHE HAS
    BEEN INFORMED OF THE AVAILABILITY OF MAKING AN ELECTION IN
    ACCORDANCE WITH SECTION 83(b) OF THE CODE; THAT SUCH
    ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (AND A
    COPY OF THE ELECTION GIVEN TO THE COMPANY) WITHIN 30 DAYS
    OF THE GRANT OF AWARDED SHARES TO GRANTEE; AND THAT GRANTEE IS
    SOLELY RESPONSIBLE FOR MAKING SUCH ELECTION.
    	 




     
10.     ENTIRE
AGREEMENT; GOVERNING LAW. The Plan
and this Agreement constitute the entire agreement of the
Company and Grantee (collectively, the
“Parties”) with respect to the subject matter
hereof and supersede in their entirety all prior undertakings
and agreements of the Parties with respect to the subject matter
hereof. If there is any inconsistency between the provisions of
this Agreement and of the Plan, the provisions of the Plan shall
govern. Nothing in the Plan and this Agreement (except as
expressly provided therein or herein) is intended to confer any
rights or remedies on any person other than the Parties. The
Plan and this Agreement are to be construed in accordance with
and governed by the internal laws of the State of Texas, without
giving effect to any choice-of-law rule that would cause the
application of the laws of any jurisdiction other than the
internal laws of the State of Texas to the rights and duties of
the Parties. Should any provision of the Plan or this Agreement
relating to the Shares be determined by a court of law to be
illegal or unenforceable, such provision shall be enforced to
the fullest extent allowed by law and the other provisions shall
nevertheless remain effective and shall remain enforceable.



     
11.     INTERPRETIVE
MATTERS. Whenever required by the
context, pronouns and any variation thereof shall be deemed to
refer to the masculine, feminine, or neuter, and the singular
shall include the plural, and vice versa. The term
“include” or “including” does not denote or
imply any limitation. The captions and headings used in this
Agreement are inserted for convenience and shall not be deemed a
part of the Restricted Stock Award or this Agreement for
construction or interpretation.



     
12.     DISPUTE
RESOLUTION. The provisions of this
Section 12 shall be the exclusive means of resolving
disputes of the Parties (including any other persons claiming
any rights or having any obligations through the Company or
Grantee) arising out of or relating to the Plan and this
Agreement. The Parties shall attempt in good faith to resolve
any disputes arising out of or relating to the Plan and this
Agreement by negotiation between individuals who have authority
to settle the controversy. Negotiations shall be commenced by
either Party by a written statement of the Party’s position
and the name and title of the individual who will represent the
Party. Within thirty (30) days of the written
notification, the Parties shall meet at a mutually acceptable
time and place, and thereafter as often as they reasonably deem
necessary, to resolve the dispute. If the dispute has not been
resolved by negotiation within ninety (90) days of the
written notification of the dispute, either Party may file suit
and each Party agrees that any suit, action or proceeding
arising out of or relating to the Plan or this Agreement shall
be brought in the United States District Court for the Southern
District of Texas (or should such court lack jurisdiction to
hear such suit, action or proceeding, in a Texas state court in
Harris County, Texas) and that the Parties shall submit to the
jurisdiction of such court. The Parties irrevocably waive, to
the fullest extent permitted by law, any objection a Party may
have to the laying of venue








 




for any such suit, action or proceeding brought
in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY
HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR
PROCEEDING. If any one or more provisions of this
Section 12 shall for any reason be held invalid or
unenforceable, it is the specific intent of the Parties that
such provisions shall be modified to the minimum extent
necessary to make it or its application valid and enforceable.



     
13.     NATURE OF
PAYMENTS. Any and all grants or deliveries of Awarded
Shares hereunder shall constitute special incentive payments to
Grantee and shall not be taken into account in computing the
amount of salary or compensation of Grantee for the purpose of
determining any retirement, death or other benefits under
(a) any retirement, bonus, life insurance or other employee
benefit plan of the Company, or (b) any agreement between
the Company and Grantee, except as such plan or agreement shall
otherwise expressly provide.



     
14.     NON-SOLICITATION.
In consideration for the grant of this Award, Grantee hereby
agrees that during Grantee’s Continuous Service and for one
year thereafter, Grantee shall not solicit any person who is an
employee of the Company or any Affiliate for the purpose or with
the intent of enticing such employee away from or out of the
employe of the Company or any Affiliate.



     
15.     PAYMENT OF
PAR VALUE. In connection with the issuance of the
Awarded Shares pursuant to this Agreement, the Company will pay
the aggregate par value per share of the Awarded Shares on
behalf of Grantee and will report the amount of such payment as
income to Grantee for the taxable period of Grantee during which
the Awarded Shares are granted.



     
16.     AMENDMENT;
WAIVER. This Agreement may be amended or modified only
by means of a written document or documents signed by the
Company and Grantee. Any provision for the benefit of the
Company contained in this Agreement may be waived, either
generally or in any particular instance, by the Board or by the
Committee. A waiver on one occasion shall not be deemed to be a
waiver of the same or any other breach on a future occasion.



     
17.     NOTICE.
Any notice of other communication required or permitted
hereunder shall be given in writing and shall be deemed given,
effective, and received upon prepaid delivery in person or by
courier or upon the earlier of delivery or the third business
day after deposit in the United States mail if sent by certified
mail, with postage and fees prepaid, addressed to the other
Party at its address as shown beneath its signature in this
Agreement, or to such other address as such Party may designate
in writing from time to time by notice to the other Party in
accordance with this Section 17.



     
IN WITNESS WHEREOF, this Award has been executed
as of the date first above written.




		
	 	
    QUANTA SERVICES, INC.





			
	 	By: 	
    /s/ JOHN R. COLSON
    
	 	 	
    

	 	Name: John R. Colson
    
	 	Title:	  Chairman of the Board and Chief Executive Officer





			
	 	Address: 	
    1360 Post Oak Boulevard, Suite 2100
    
	 	 	Houston, TX 77056-3023
    




2







 


     
GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES
SUBJECT TO THIS RESTRICTED STOCK AWARD SHALL VEST AND THE
FORFEITURE RESTRICTIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE
PERIOD OF GRANTEE’S CONTINUOUS SERVICE OR AS OTHERWISE
PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED
THE RESTRICTED STOCK AWARD). GRANTEE FURTHER ACKNOWLEDGES AND
AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER
UPON GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR
CONTINUATION OF GRANTEE’S CONTINUOUS SERVICE. Grantee
acknowledges receipt of a copy of the Plan, represents that he
or she is familiar with the terms and provisions thereof, and
hereby accepts the Restricted Stock Award subject to all of the
terms and provisions hereof and thereof. Grantee has reviewed
this Agreement and the Plan in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing
this Agreement, and fully understands all provisions of this
Agreement and the Plan. Grantee hereby agrees that all disputes
arising out of or relating to this Agreement and the Plan shall
be resolved in accordance with Section 12 of this Agreement.
Grantee further agrees to notify the Company upon any change in the
address for notice indicated in this Agreement.



ACCEPTED:



	 	 	 	 	 	 	 	 	 
	Dated:	 	 	 	Signed:	 	 
	 
	 	 	 	 	Social Security No.:	 	 




The Optionee acknowledges receipt of a copy of
the Plan, represents that he or she is familiar with the terms
and provisions thereof, and hereby rejects this grant.



REJECTED:



	 	 	 	 	 	 	 	 	 
	Dated:	 	 	 	Signed:	 	 
	 
	 	 	 	 	Social Security No.: