exv10w1



 



Exhibit 10.1


AMENDMENT NO. 1

TO EMPLOYMENT AGREEMENT




     THIS AMENDMENT NO. 1 to Employment Agreement dated June 1, 2004, by and between Quanta
Services, Inc., a Delaware corporation (“Employer”), and Kenneth W. Trawick
(“Employee”), is hereby entered into this 17th day of March, 2007.



     WHEREAS, Employer and Employee entered into an Employment Agreement on June 1, 2004 (the
“Employment Agreement”); and



     WHEREAS, Employer and Employee desire to amend the terms of the Employment Agreement;



     NOW, THEREFORE, Employer and Employee agree as follows:



     1. Section 13(e)(iii) of the Employment Agreement is hereby deleted in its entirety and is
replaced with the following new Section 13(e)(iii):




“(iii) the stockholders of Employer shall approve a merger, consolidation, recapitalization
or reorganization of Employer, a reverse stock split of outstanding voting securities,
or consummation of any such transaction if stockholder approval is not obtained, other
than any such transaction that would result in at least fifty percent (50%) of the total
voting power represented by the voting securities of the surviving entity outstanding
immediately after such transaction being Beneficially Owned by at least fifty percent
(50%) of the holders of outstanding voting securities of Employer immediately prior to
the transaction, with the voting power of each such continuing holder relative to other
such continuing holders not substantially altered in the transaction; or”



     2. A new Section 20 is added to the end of the Employment Agreement to read as follows:




“20. Compliance with Section 409A of the Code.




     (a) Notwithstanding any provision of the Agreement to the contrary and except as
provided by this clause (a), if Employee is a “specified employee” as defined under Section
409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended or any
regulations or Treasury guidance promulgated thereunder, Employee shall not be entitled to
any payments or benefits in the nature of non-qualified deferred compensation within the
meaning of Section 409A (“Deferred Compensation”) and Employer shall not pay or
provide such Deferred Compensation, upon a separation of his service until the earlier of:
(i) the date which is six (6) months after Employee’s separation from service for any reason
other than death or “disability” (as defined in Section 409A), or (ii) the date of his death
(the “Payment Date”). The provisions of this Section 20(a) shall apply only if
necessary to avoid the imposition of taxes and penalties under Section 409A relating to the
payment of non-qualified deferred compensation to specified employees upon their separation
from service. The determination of whether Section 409A is deemed to apply to the payment
of any amounts hereunder shall be made in good faith by Employer after consultation with and
advice from its legal or accounting advisors and



 









 







after consulting with Employee. If this Section 20(a) becomes applicable such that the
payment of Deferred Compensation is delayed, any payments that are so delayed shall accrue
interest, from the date of a separation of service through the Payment Date, at the “prime
rate” as reported in the Wall Street Journal (or such other nationally recognized source if
no such rate is then available) on the date of such separation (or the first business day
following such date if such separation does not occur on a business day) and shall be paid
in a lump sum on the Payment Date.




     (b) If any provision of this Agreement (or of any award of compensation, including
equity compensation or benefits) would cause Employee to incur any additional tax or
interest under Section 409A, Employer shall, after promptly consulting with and receiving
the approval of Employee (which shall not be unreasonably withheld), reform such provision;
provided that Employer agrees (both in the application of this subsection (b) and the above
subsection (a)) to maintain, to the maximum extent practicable, the original intent and
economic benefit to Employee of the applicable provision without violating the provisions of
Section 409A.”



     3. Any provisions of the Employment Agreement not specifically amended herein shall remain in
full force and effect.



     IN WITNESS WHEREOF, the parties hereto set their hand the day and year first above written.



	 	 	 	 	 
	 	QUANTA SERVICES, INC.

 	 
	 	By:  	/s/ JOHN R. COLSON
 	 
	 	 	John R. Colson 	 
	 	 	Chief Executive Officer 	 
	 
	 	EMPLOYEE:

 	 
	 	/s/ KENNETH W. TRAWICK
 	 
	 	Kenneth W. Trawick