EX-10.3



 Exhibit 10.3 
  





 
 Director Compensation Summary 

(to be effective as of the May 2015 Annual Meeting of the Board of Directors) 

At every annual meeting of stockholders at which a non-employee director is elected or re-elected, each such elected or re-elected
non-employee director shall receive, (i) an annual award of restricted stock units (RSUs) having a value of $140,000, and (ii) the annual cash retainer(s) set forth below for board membership, committee membership, and board/committee
leadership to which such non-employee director is appointed: 
  

									
	 	  	Annual
Membership
Cash Retainer	 	  	Annual Cash Retainer
Supplement for
Committee Chairmanship	 
	 Board of Directors
	  	$	75,000	  	  	 	N/A	  
	 Audit Committee
	  	$	15,000	  	  	$	15,000	  
	 Compensation Committee
	  	$	10,000	  	  	$	15,000	  
	 Governance and Nominating Committee
	  	$	10,000	  	  	$	10,000	  
	 Investment Committee
	  	$	10,000	  	  	$	10,000	  

 Upon initial appointment to the Board of Directors other than at an annual meeting of stockholders, each such
initially appointed non-employee director shall receive, for the period from the appointment through the end of the director service year during which the appointment is made, a pro rata portion of such RSU award and applicable cash retainers. 

Upon the appointment of any non-employee director as Chairman of the Board, the non-employee director so appointed shall receive additional
annual compensation in the amount of $180,000, of which 50% shall be payable in cash, and 50% shall be payable in RSUs; provided, however, that any non-employee director so appointed other than immediately following the annual meeting of
stockholders shall receive a pro rata portion thereof for the period from the appointment through the end of the director service year. 

Unless the director’s board service is earlier terminated, restricted stock or RSUs awarded to non-employee directors will vest on
May 28th following conclusion of the director service year; provided, however, that subject to the terms of applicable award agreements, unvested restricted stock or RSUs held
by (i) any non-employee director who is not nominated for or elected to a new term, including for example, due to a reduction in the size of the Board, age precluding a re-nomination, the identification of a new nominee, or the desire to retire
at the end of a term, or (ii) any non-employee director who resigns at Quanta’s convenience, including any resignation resulting from the non-employee director’s failure to receive a majority of the votes cast in an election for
directors as required by Quanta’s Bylaws, will vest in full on the earlier of (a) May 28th following conclusion of the director service year or (b) the date of such
non-employee director’s termination of service. Subject to the terms of applicable award agreements, RSUs will be settled in shares of Quanta common stock, provided that non-employee directors may elect to settle up to 50% of any RSU award
in cash if the non-employee director is in compliance with applicable stock ownership guidelines as of the date of settlement of such RSUs and is expected to continue to be in compliance with applicable stock ownership guidelines immediately
following such cash settlement of RSUs. 







 Each non-employee director shall receive a fee for attendance at each meeting of the Board of
Directors or any committee in excess of the number of meetings per director service year specified below as follows:
  

											
	 	  	Fee for Meetings
in Excess of the
Following Number
Per Service Year:	  	Attendance
in Person	 	  	Participation
by Telephone	 
	 Board of Directors
	  	9	  	$	2,000	  	  	$	1,000	  
	 Audit Committee
	  	9	  	$	1,000	  	  	$	500	  
	 Compensation Committee
	  	9	  	$	1,000	  	  	$	500	  
	 Governance and Nominating Committee
	  	9	  	$	1,000	  	  	$	500	  
	 Investment Committee
	  	9	  	$	1,000	  	  	$	500	  

 Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board of
Directors or the committees thereof, and for other expenses reasonably incurred in their capacity as directors of Quanta. 
 Notwithstanding
anything herein to the contrary, directors who also are employees of Quanta or any of its subsidiaries do not receive additional compensation for serving as directors. 

Revised: Effective May 21, 2015