Employment Agreement Amendment No 8



 Exhibit 10.1 

EIGHTEENTH AMENDMENT 
 TO

 EMPLOYMENT AGREEMENT 

This Eighteenth Amendment to Employment Agreement is made and entered into effective as of the 1st day of January, 2017, 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, December 10, 2008, January 1, 2009, January 1, 2010,
January 1, 2011, January 1, 2012, January 1, 2013, January 1, 2014, January 1, 2015 and January 1, 2016; and 

WHEREAS, the Compensation Committee of the Company’s Board of Directors has determined to decrease the
Employee’s Base Salary from $825,000 to $725,000, effective as of January 1, 2017; and 
 WHEREAS, the
Compensation Committee of the Company’s Board of Directors has determined the Employee’s use of the Company’s airplane for personal purposes for up to fifty (50) hours during the calendar year 2017. The Company shall pay all fuel
and operational costs incident thereto. The value of the Employee’s usage of the Company’s airplane shall be treated as compensation for tax purposes; and 

WHEREAS, the Compensation Committee of the Company’s Board of Directors has set the targets for the long-term
performance based compensation payable by the Company to the Employee for the year 2017; 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 long-term performance based compensation payable by the Company to the Employee for the
calendar year 2017 shall not exceed $20 million. 
 NOW, THEREFORE, in consideration of the mutual
promises and covenants set forth in this Eighteenth Amendment, and other good and valuable consideration, the parties to this Eighteenth Amendment agree as follows: 

1. All capitalized terms in this Eighteenth 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 — 2016 Performance Goals and Long-term Performance Based Compensation” with the attached “Exhibit A-1 — 2017 Performance Goals and Long-term
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 Eighteenth 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 

2017 Performance Goals and Long-Term Performance Based Compensation 
  

									
	 I.
	 	 Formula
	 		 		 	
					
	 A.
	 	 Earnings Per Share
	 		 	 Amount of Long-term Performance

Based Compensation
	 	
		 	 For each $.01 increase
	 		 	$91,350	 	
					
	 B.
	 	 Increase in Common Stock Price
	 		 		 	
		 	 (i) If the closing price of a share of Common Stock on 12/31/17 does not exceed $148.12
	 		 	$0	 	
		 	 (ii) If the closing price of a share of Common Stock on 12/31/17 exceeds $148.12 but does not equal or exceed $177.74, for
each $0.01 increase in per share price of a share of Common Stock above $148.12
	 		 	$1,680	 	
		 	 (iii) If the closing price of a share of Common Stock on 12/31/17 equals or exceeds $177.74, for each $0.01 increase in per
share price of a share of Common Stock above $148.12
	 		 	$2,520	 	

  

	II.	 Method of Payment 



Subject to a cap of $20 million, the Long-term Performance Based Compensation determined for 2017 under
the formula in Section I (the “Long-term Performance Based Compensation Amount”) shall be paid in the form of the Company’s grant of a number of restricted shares of Class B Common Stock of the Company (the “Shares”)
equal to the amount determined by dividing (x) the Long-term Performance Based Compensation Amount by (y) the closing price for the Class B Common Stock of the Company on the New York Stock Exchange as of the close of trading on
December 31, 2017. 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, 2026, (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). 
  

	III.	 Incentive Compensation Plan 



The long-term performance based award and method of payment specified above (the “Award”) are being
made by the Compensation Committee as performance awards of restricted stock pursuant to Section 8 of the Company’s 2014 Incentive Compensation Plan or any successor plan (the “Incentive Plan”) and are subject to the limitations
contained in Section 5(b)(ii) 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, 2017
	  	 /s/ Denise Dickins
	  	
		  	 Denise Dickins, Chairman
	  	
		  	 Compensation Committee
	  	
			
		  	 Acknowledged and Accepted:
	  	
			
		  	 /s/ Albert H. Nahmad
	  	
		  	 Albert H. Nahmad