exv10w1






Exhibit 10.1




Quanta Services, Inc.

Term Sheet

Annual Incentive Plan 2009 – Corporate




	 	 	 
	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

	 	§       Target incentive ranges have been or will be
developed for each participant in the Plan.








	 	§	 	Management will make recommendations to the
Compensation Committee regarding the target incentive
for each participant based on a competitive range.





	 	 	 
	Performance Measures

	 	§       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.








	 	§	 	For purposes of the plan, operating income
will be operating income ( before goodwill
amortization, gain (loss) on sale of assets and
non-cash compensation) less interest expense, net of
interest income.
	 
	 	§	 	There will be no discretionary portion for
the annual incentive.







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%












	 	§	 	The amount of incentive earned will be based on
the table above.
	 
	 	§	 	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.
	 
	 	§	 	When performance falls between the designated
points in the table, the incentive will be determined by
interpolation.





 









 





	 	 	 
	Limitations

	 	§       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.








	 	§	 	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.
	 
	 	§	 	A new participant added to this Plan during the
Plan year will be pro-rated from their date of hire. In
any event, a new participant must be employed by October
1 to be eligible for incentives in the current plan year
        .





	 	 	 
	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 2009 – Corporate




	 	 	 
	Participants

	 	§       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.








	 	§	 	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.





	 	 	 
	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.
	 
	 	 
	 

	 	Individual Performance Award
	 
	 	 
	 

	 	The remaining fifty percent of a participant’s
supplemental incentive value will be determined on a
discretionary basis. The Individual Performance
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.








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%












	 	§	 	The Performance Award will be determined
according to the table above.
	 
	 	§	 	When performance falls between the designated
points in the table, the incentive will be determined by
interpolation.





3









 





	 	 	 
	Limitations

	 	§       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.








	 	§	 	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.
	 
	 	§	 	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.
	 
	 	§	 	A new participant added to this Plan during the
Plan year will be pro-rated from their date of hire. In
any event, a new participant must be employed by October
1 to be eligible for incentives in the current plan year





	 	 	 
	Incentive Payout

	 	§        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 1.10 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.








	 	§	 	Cash-only Eligible participants will receive any
incentive earned for the year in cash.




4









 












Quanta Services, Inc.

Term Sheet

Annual Incentive Plan 2009 – Operating Units




	 	 	 
	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.
	 
	 	 
	Target Incentive

	 	§       Target incentive ranges have been or will be
developed for each participant in the Plan.








	 	§	 	Management will make recommendations to the
Compensation Committee regarding the target incentive
for each participant based on a competitive range.
	 
	Performance Measures	§	 	The Annual Incentive for each Operating Unit
will be based on an operating income target to be
approved by the Compensation Committee annually.
	 
	 	§	 	For purposes of the plan, operating income
will be defined as operating income before goodwill,
plus/minus insurance true-up, plus/minus intercompany
interest income or expense, less external interest
expense, and excluding gains or losses on sales of
property and equipment.
	 
	 	§	 	There will be no discretionary portion for
the annual incentive.







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%












	 	§	 	Subject to the limitations described below, the
amount of incentive will be determined based on the table
above.
	 
	 	§	 	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.
	 
	 	§	 	When performance falls between the designated
points in the table, the incentive will be determined by
interpolation.





5








 





	 	 	 
	Limitations

	 	§       The bonus calculation is subject to the following
limitations; sequenced as follows:








Step 1:




Is target bonus pool > 10% of the operating income
before goodwill and after insurance true-up (before
consideration of intercompany interest income or expense,
interest expense, and gains or losses on the sale of
property and equipment)?




          If Yes, Go to Step 2.




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




Step 2:




Has the Operating Income Goal been met or exceeded? If
Yes, go to b., If No, go to a.




	 	a.	 	Use the Incentive Determination chart above with the
following limitations: Bonuses earned under this section
( for the pool) are limited to 10% of actual operating
income (as defined).
	 
	 	b.	 	Use the Incentive Determination chart above with the
following limitations:
	 
	 	 	 	Up to 10% of the operating income goal (as defined) can
be earned by the pool participants. For every dollar of
operating income (as defined) in excess of the operating
income goal, $.25 will be contributed to the bonus pool.
Add this amount to the results of the Incentive
Determination chart. The total contribution under this
paragraph b. is limited to 100% of the target bonus for
each of the pool participants.






	 	§	 	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.




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	 	§	 	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.
	 
	 	§	 	A new participant added to this Plan during the
Plan year will be pro-rated from their date of hire. In
any event, a new participant must be employed by October
1 to be eligible for incentives in the current plan year.





	 	 	 
	Incentive Payout

	 	Any incentive earned under the Annual Incentive Plan is
intended to be paid in cash.






7









 





Quanta Services, Inc.

Term Sheet

Supplemental Incentive Plan

2009 – Operating Units




	 	 	 
	Participants

	 	§       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.








	 	§	 	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.





	 	 	 
	Target Incentive

	 	Each participant will be assigned a
target supplemental incentive
expressed as a dollar value
annually.
	 
	 	 
	Performance
Measures and 

Incentive Determination
	 	Performance Award:







	 	§	 	Fifty percent of a
participant’s supplemental incentive
value will be based on Modified
Return on Asset (MROA) performance
versus target.
	 
	 	§	 	MROA will be calculated by
dividing net operating income by
total assets. Operating Income is
defined as operating income before
goodwill, after insurance true-up
(before consideration of
intercompany interest income or
expense, interest expense, and gains
or losses on the sale of property
and equipment). Total assets will
be based on the quarterly average
for the fiscal year excluding
inter-company accounts and cash on
hand.
	 
	 	§	 	The Performance Award will
be determined according to the table
below:





	 	 	 
	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%





8








 






When performance falls between the designated points in the table, the
incentive will be determined by interpolation.




Discretionary Award




For 2009, the remaining fifty percent of the supplemental incentive will, in
lieu of a discretionary component, be based on the following safety
measurement:




	 	§	 	Total Incident Injury Rate:






	 	Ø	 	Each Operating Unit has a “Total Incident Injury Rate” (“TIIR”)
calculated for the prior year. Subject to each participant’s ethical behavior
and compliance with the Code of Ethics and Business Conduct, the discretionary
award will be based on improvements in TIIR performance. The baseline for
measuring current year performance is the respective actual TIIR for the prior
year expressed as a percentage of hours worked. The following Bonus Eligibility
Scale will be used to measure the amount of bonus earned as a result of
improvement in the TIIR rate from the prior year to the current year:





	 	 	 
	If TIIR rate is	 	Bonus earned
	Reduced by:	 	will be:
	Less than 5%
	 	0%
	5%
	 	25%
	10%
	 	50%
	15%
	 	75%
	20%
	 	100%
	Greater than 35%
	 	125%







	 	Ø	 	When performance falls between the designated
points in the table, the incentive will be determined by
interpolation.
	 
	 	Ø	 	Regardless of the percentage decrease, if an
operating unit has a TIIR below 1.75 at the end of the
current year then 100% of the target bonus is earned.
	 
	 	Ø	 	Regardless of the percentage decrease, if an
operating unit has a TIIR above the industry standard of
5.0; it is ineligible for this incentive component.





9









 





	 	 	 
	Limitations

	 	§       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.








	 	§	 	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.
	 
	 	§	 	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.
	 
	 	§	 	A new participant added to this Plan during the
Plan year will be pro-rated from their date of hire. In
any event, a new participant must be employed by October
1 to be eligible for incentives in the current plan year.





	 	 	 
	Incentive Payout

	 	§       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 1.10 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.








	 	§	 	Cash-only Eligible participants will receive any
incentive earned for the year in cash.





10









 





Quanta Services, Inc.

Term Sheet

Discretionary Incentive Plan 2009 – All




	 	 	 
	Discretionary Payout

	 	Annually, at the recommendation of the CEO,
discretionary awards will be presented to the
Compensation Committee. These awards will be made 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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