Tenth Amendment dated January 1, 2009 to Employment Agreement and Incentive Plan



 Exhibit 10.1 
 TENTH AMENDMENT 
 TO 
 EMPLOYMENT AGREEMENT 
 This
Tenth Amendment to Employment Agreement is made and entered into effective as of January 1, 2009, by and between WATSCO, INC., a Florida corporation (hereinafter called the “Company”), and ALBERT H. NAHMAD (hereinafter
called the “Employee”). 
 RECITALS 
 WHEREAS, the Company and the Employee entered into an Employment Agreement effective as of January 31, 1996 (the “Employment Agreement”) pursuant to which the Employee renders certain services to
the Company; and 
 WHEREAS, the Compensation Committee of the Company’s Board of Directors amended the Employment Agreement
effective as of January 1, 2001, January 1, 2002, January 1, 2003, January 1, 2004, January 1, 2005, January 1, 2006, January 1, 2007, January 1, 2008 and December 10,
2008; and  
 WHEREAS, the Compensation Committee of the Company’s Board of Directors has set the targets for the
performance based compensation payable by the Company to the Employee for the year 2009; and 
 WHEREAS, the Company and the Employee
now desire to amend the Employment Agreement and Exhibit A-1 to the Employment Agreement to specify the performance based compensation amount payable by the Company to the Employee for the calendar year 2009. 
 NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Tenth Amendment, and other good and valuable
consideration, the parties to this Tenth Amendment agree as follows: 
 1. All capitalized terms in this Tenth Amendment shall have the same
meaning as in the Employment Agreement, unless otherwise specified. 
 2. The Employment Agreement is hereby amended by replacing
“Exhibit A-1 — 2008 Performance Goals and Performance Based Compensation” with the attached “Exhibit A-1 — 2009 Performance Goals and Performance Based Compensation” thereto. 
 3. All other terms and conditions of the Employment Agreement shall remain the same. 







 IN WITNESS WHEREOF, the parties have caused this Tenth Amendment to be duly executed effective as
of the day and year first above written. 
  

			
	COMPANY:
	
	WATSCO, INC.
		
	By:	 	 /s/ Barry S. Logan

		 	Barry S. Logan, Senior Vice President
	
	EMPLOYEE:
	
	 /s/ Albert H. Nahmad

	Albert H. Nahmad









 EXHIBIT A-1 
 2009 Performance Goals and Performance Based Compensation 
  

								
	IV.	  	Formula	  		
	A.	  	Earnings Per Share	  	Performance Based
Compensation Formula
			
		  	For each $.01 increase	  	$	65,250
			
	B. 	  	Increase in Common Stock Price	  		
			
		  	(i) If the closing price of a share of Common Stock on 12/31/09 does not exceed $38.40	  	$	0
			
		  	(ii) If the closing price of a share of Common Stock on 12/31/09 exceeds $38.40 but does not equal or exceed $44.15, for each $0.01 increase in per share price of a share of Common
Stock above $38.40	  	$	1,200
			
		  	(iii) If the closing price of a share of Common Stock on 12/31/09 equals or exceeds $44.15, for each $0.01 increase in per share price of a share of Common Stock above
$38.40	  	$	1,800
		
	V.	  	Method of Payment
			
		  	A.	  	Cash. The Performance Based Compensation determined for 2009 under the formula set forth in Section I above shall be paid in cash if and to the extent such Compensation does
not exceed $5,000,000.
			
		  	B.	  	Restricted Stock. If the Performance Based Compensation determined for 2009 under the formula set forth in Section I above exceeds $5,000,000 (such excess amount being
referred to as the “Additional Amount”), the Executive shall be granted a number of shares of restricted Class B Common Stock of the Company (the “Shares”) equal to the amount determined by dividing (i) two times the
Additional Amount, by (ii) the closing price for the Class B Common Stock of the Company on the American Stock Exchange as of the close of trading on December 31, 2009. The value of any fractional shares shall be paid in cash. The
restrictions on the Shares shall lapse on the first to occur of (i) October 15, 2018 (ii) termination of the Executive’s employment with the Company by reason of Executive’s disability or death, (iii) the
Executive’s termination of employment with the Company for Good Reason; (iv) the Company’s termination of Executive’s employment without Cause, or (v) the occurrence of a Change in Control of the Company (“Good
Reason”, “Cause”, and “Change in Control” to be defined in a manner consistent with the most recent grant of Restricted Stock by the Company to the Executive).
		
	VI.	  	2001 Incentive Compensation Plan
		
		  	 The performance based award and method of payment specified above (the “Award”) were made by the Compensation Committee in accordance with
Section 8 of the Company’s 2001 Incentive Compensation Plan (the “Incentive Plan”) and are subject to the limitations contained in Section 5 of the Incentive Plan. The Award is intended to qualify as “performance based
compensation” under Section 162(m) of the Internal Revenue Code.


  

					
	Dated: Effective as of January 1, 2009	 		 	 /s/ Paul Manley

		 		 	Paul Manley, Chairman
		 		 	Compensation Committee
			
		 		 	Acknowledged and Accepted:
			
		 		 	 /s/ Albert H. Nahmad

		 		 	Albert H. Nahmad