exv10w1



 





Exhibit 10.1


EMPLOYMENT AGREEMENT




     This Employment Agreement (the “Agreement”), by and between Quanta
Services, Inc., a Delaware corporation, and its affiliates (collectively,
“Employer”), and Kenneth W. Trawick (“Employee”), is hereby entered into as of
the 13th day of March 2002 (“Execution Date”).



R E C I T A L S




     A. As of the Execution Date, Employer is engaged primarily in the business
of specialized construction contracting and/or maintenance services to:
electric utilities; telecommunication, cable television and natural gas
operators; governmental entities; the transportation industry; and commercial
and industrial customers.



     B. Employee is employed hereunder by Employer in a position that is
critical to the Employer’s continued operation.



     C. The Employer’s Board of Directors (the “Board”), has determined that it
is in the best interests of the Employer and its stockholders to assure that
the Employer will have the continued dedication of the Employee,
notwithstanding the possibility, threat or occurrence of a Change of Control
(as defined below) of the Employer. The Board believes it is imperative to
diminish the inevitable distraction of the Employee by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control
and to encourage the Employee’s full attention and dedication to the Employer
currently and in the event of any threatened or pending Change of Control, and
to provide the Employee with compensation and benefits arrangements upon a
Change of Control that ensure that the compensation and benefits expectations
of the Employee will be satisfied and that are competitive with those of other
corporations. Therefore, in order to accomplish these objectives, the Board
has caused the Employer to enter into this Agreement.



A G R E E M E N T S




     In consideration of the mutual promises, terms, covenants and conditions
set forth herein and the performance of each, the parties hereto hereby agree
as follows:



     1. Certain Definitions.




     (a) The “Effective Date” shall mean the first date during the Change
of Control Period (as defined in Section 1(b)) on which a Change of
Control (as defined in Section 2) occurs. Anything in this Agreement to
the contrary notwithstanding, if a Change of Control occurs and if the
Employee’s employment with the Employer is terminated prior to the date
on which the Change of Control occurs, and if the Employee reasonably
demonstrates that such termination of employment (i) was at the request
of a third party who has taken steps reasonably calculated to effect a
Change of Control or (ii) otherwise arose in connection with or
anticipation of a Change of Control, then for all purposes of this
Agreement the “Effective Date” shall mean the date immediately prior to
the date of such termination of employment.



 









 






     (b) The “Change of Control Period” shall mean the period commencing
on the Execution Date hereof and ending on the third anniversary of the
Execution Date; provided, however, that commencing on the date one year
after the date hereof, and on each annual anniversary of such date (such
date and each annual anniversary thereof shall be hereinafter referred to
as the “Renewal Date”), unless previously terminated, the Change of
Control Period shall be automatically extended so as to terminate three
years from such Renewal Date, unless at least 60 days prior to the
Renewal Date the Employer shall give notice to the Employee that the
Change of Control Period shall not be so extended.




     (c) The “Code” shall mean the Internal Revenue Code of 1986, as
amended.




     (d) The “Earlier Employment Agreement” shall mean any employment,
severance or change in control agreement between the Employer and the
Employee that existed and was effective as of the Execution Date. The
Employee may elect in writing, on or before the Employee’s Date of
Termination, to have any term, provision and/or definition under the
Employees’ Earlier Employment Agreement apply in lieu of any similar
term, provision and/or definition of this Agreement, except to the extent
that such application would produce duplicate payments or benefits under
this Agreement and such Earlier Employment Agreement.



     2. Change of Control. For the purpose of this Agreement, a “Change of
Control” shall mean:




     (a) Any person or entity, other than the Employer or an employee
benefit plan of the Employer, acquires directly or indirectly the
Beneficial Ownership (as defined in Section 13(d) of the Exchange Act) of
any voting security of the Employer and immediately after such
acquisition such person or entity is, directly or indirectly, the
Beneficial Owner of voting securities representing 50% or more of the
total voting power of all of the then-outstanding voting securities of
the Employer; or




     (b) Individuals who, as of the date hereof, constitute the Board,
and any new director whose election by the Board or nomination for
election by the Employer’s stockholders was approved by a vote of a
majority of the directors then still in office who were directors as of
the date hereof or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a
majority of the members of the Board; or




     (c) The stockholders of the Employer shall approve a merger,
consolidation, recapitalization or reorganization of the 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 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 50% of the holders of outstanding voting securities of the
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



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     (d) The stockholders of the Employer shall approve a plan of
complete liquidation of the Employer or an agreement for the sale or
disposition by the Employer of all or a substantial portion of the
Employer’s assets (i.e., 50% or more of the total assets of the
Employer).



     3. Employment Period. The Employer hereby agrees to continue the Employee
in its employ, and the Employee hereby agrees to remain in the employ of the
Employer subject to the terms and conditions of this Agreement, for the period
commencing on the Effective Date and ending on the third anniversary of such
date (the “Employment Period”).



     4. Terms of Employment.




     (a) Position and Duties.




     (i) During the Employment Period, (A) the Employee’s position
(including status, offices, titles and reporting requirements),
authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant of
those held, exercised and assigned at any time during the 120-day
period immediately preceding the Effective Date and (B) the
Employee’s services shall be performed at the location where the
Employee was employed immediately preceding the Effective Date or
any office or location less than 35 miles from such location.




     (ii) During the Employment Period, and excluding any periods
of vacation and sick leave to which the Employee is entitled, the
Employee agrees to devote reasonable attention and time during
normal business hours to the business and affairs of the Employer
and, to the extent necessary to discharge the responsibilities
assigned to the Employee hereunder, to use the Employee’s
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a
violation of this Agreement for the Employee to (A) serve on
corporate, civic or charitable boards or committees, (B) deliver
lectures, fulfill speaking engagements or teach at educational
institutions and (C) manage personal investments, so long as such
activities do not significantly interfere with the performance of
the Employee’s responsibilities as an employee of the Employer in
accordance with this Agreement. It is expressly understood and
agreed that to the extent that any such activities have been
conducted by the Employee prior to the Effective Date, the
continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective
Date shall not thereafter be deemed to interfere with the
performance of the Employee’s responsibilities to the Employer.




     (b) Compensation.




     (i) Base Salary. During the Employment Period, the Employee
shall receive an annual base salary (“Annual Base Salary”), which
shall be paid at a monthly rate, at least equal to 12 times the
highest monthly base salary paid or payable, including any base
salary that has been earned but deferred, to the



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Employee by the Employer and its affiliated companies in
respect of the 12-month period immediately preceding the month in
which the Effective Date occurs. During the Employment Period, the
Annual Base Salary shall be reviewed no more than 12 months after
the last salary increase awarded to the Employee prior to the
Effective Date and thereafter at least annually. Any increase in
Annual Base Salary shall not serve to limit or reduce any other
obligation to the Employee under this Agreement. Annual Base
Salary shall not be reduced after any such increase and the term
Annual Base Salary as utilized in this Agreement shall refer to
Annual Base Salary as so increased. As used in this Agreement, the
term “affiliated companies” shall include any company controlled
by, controlling or under common control with the Employer.




     (ii) Annual Bonus. In addition to Annual Base Salary, the
Employee shall be awarded, for each fiscal year ending during the
Employment Period, an annual bonus (the “Annual Bonus”) in cash at
least equal to the Employee’s highest bonus under the Employer’s
Management Incentive Bonus Plan, or any comparable bonus under any
predecessor or successor plan, for the last three full fiscal years
prior to the Effective Date (annualized in the event that the
Employee was not employed by the Employer for the whole of such
fiscal year) (the “Recent Annual Bonus”). Each such Annual Bonus
shall be paid no later than the end of the third month of the
fiscal year next following the fiscal year for which the Annual
Bonus is awarded, unless the Employee shall elect to defer the
receipt of such Annual Bonus.




     (iii) Incentive, Savings and Retirement Plans. During the
Employment Period, the Employee shall be entitled to participate in
all incentive, savings and retirement plans, practices, policies
and programs applicable generally to other peer executives of the
Employer and its affiliated companies, but in no event shall such
plans, practices, policies and programs provide the Employee with
incentive opportunities (measured with respect to both regular and
special incentive opportunities, to the extent, if any, that such
distinction is applicable), savings opportunities and retirement
benefit opportunities, in each case, less favorable, in the
aggregate, than the most favorable of those provided by the
Employer and its affiliated companies for the Employee under such
plans, practices, policies and programs as in effect at any time
during the 120-day period immediately preceding the Effective Date
or if more favorable to the Employee, those provided generally at
any time after the Effective Date to other peer executives of the
Employer and its affiliated companies.




     (iv) Welfare Benefit Plans. During the Employment Period, the
Employee and/or the Employee’s family, as the case may be, shall be
eligible for participation in and shall receive all benefits under
welfare benefit plans, practices, policies and programs provided by
the Employer and its affiliated companies (including, without
limitation, medical, prescription, dental, disability, employee
life, group life, accidental death and travel accident insurance
plans and programs) to the extent applicable generally to other
peer executives of the Employer and its affiliated companies, but
in no event shall such plans, practices,



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policies and programs provide the Employee with benefits that
are less favorable, in the aggregate, than the most favorable of
such plans, practices, policies and programs in effect for the
Employee at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Employee,
those provided generally at any time after the Effective Date to
other peer executives of the Employer and its affiliated companies.




     (v) Expenses. During the Employment Period, the Employee
shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by the Employee in accordance with the
most favorable policies, practices and procedures of the Employer
and its affiliated companies in effect for the Employee at any time
during the 120-day period immediately preceding the Effective Date
or, if more favorable to the Employee, as in effect generally at
any time thereafter with respect to other peer executives of the
Employer and its affiliated companies.




     (vi) Fringe Benefits. During the Employment Period, the
Employee shall be entitled to fringe benefits, including, without
limitation, tax and financial planning services, payment of club
dues, and, if applicable, use of an automobile and payment of
related expenses, in accordance with the most favorable plans,
practices, programs and policies of the Employer and its affiliated
companies in effect for the Employee at any time during the 120-day
period immediately preceding the Effective Date or, if more
favorable to the Employee, as in effect generally at any time
thereafter with respect to other peer executives of the Employer
and its affiliated companies.




     (vii) Office and Support Staff. During the Employment Period,
the Employee shall be entitled to an office or offices of a size
and with furnishings and other appointments, and to exclusive
personal secretarial and other assistance, at least equal to the
most favorable of the foregoing provided to the Employee by the
Employer and its affiliated companies at any time during the
120-day period immediately preceding the Effective Date or, if more
favorable to the Employee, as provided generally at any time
thereafter with respect to other peer executives of the Employer
and its affiliated companies.




     (viii) Vacation. During the Employment Period, the Employee
shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Employer
and its affiliated companies as in effect for the Employee at any
time during the 120-day period immediately preceding the Effective
Date or, if more favorable to the Employee, as in effect generally
at any time thereafter with respect to other peer executives of the
Employer and its affiliated companies.



     5. Termination of Employment.




     (a) Death or Disability. The Employee’s employment shall terminate
automatically upon the Employee’s death during the Employment Period. If
the



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Employer determines in good faith that the Disability of the
Employee has occurred during the Employment Period (pursuant to the
definition of Disability set forth below), it may give to the Employee
written notice in accordance with Section 14 of this Agreement of its
intention to terminate the Employee’s employment. In such event, the
Employee’s employment with the Employer shall terminate effective on the
30th day after receipt of such notice by the Employee (the “Disability
Effective Date”), provided that, within the 30 days after such receipt,
the Employee shall not have returned to full-time performance of the
Employee’s duties. For purposes of this Agreement, “Disability” shall
mean the absence of the Employee from the Employee’s duties with the
Employer on a full-time basis for 180 consecutive business days as a
result of incapacity due to mental or physical illness that is determined
to be total and permanent by a physician selected by the Employer or its
insurers and acceptable to the Employee or the Employee’s legal
representative.




     (b) Cause. The Employer may terminate the Employee’s employment
during the Employment Period for Cause. For purposes of this Agreement,
“Cause” shall mean:




     (i) the willful and continued failure of the Employee to
perform substantially the Employee’s duties with the Employer or
one of its affiliates (other than any such failure resulting from
incapacity due to physical or mental illness), after a written
demand for substantial performance is delivered to the Employee by
the Board or the Chief Executive Officer of the Employer that
specifically identifies the manner in which the Board or the Chief
Executive Officer believes that the Employee has not substantially
performed the Employee’s duties, or




     (ii) the willful engaging by the Employee in illegal conduct
or gross misconduct that is materially and demonstrably injurious
to the Employer.




For purposes of this provision, no act or failure to act, on the part of
the Employee, shall be considered “willful” unless it is done, or omitted
to be done, by the Employee in bad faith or without reasonable belief
that the Employee’s action or omission was in the best interests of the
Employer. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board or upon the
instructions of the Chief Executive Officer or a senior officer of the
Employer or based upon the advice of counsel for the Employer shall be
conclusively presumed to be done, or omitted to be done, by the Employee
in good faith and in the best interests of the Employer. The cessation
of employment of the Employee shall not be deemed to be for Cause unless
and until there shall have been delivered to the Employee a copy of a
resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board at a meeting of the
Board called and held for such purpose (after reasonable notice is
provided to the Employee and the Employee is given an opportunity,
together with counsel, to be heard before the Board), finding that, in
the good faith opinion of the Board, the Employee is guilty of the
conduct described in subparagraph (i) or (ii) above, and specifying the
particulars thereof in detail.



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     (c) Good Reason. The Employee’s employment may be terminated by the
Employee for Good Reason. For purposes of this Agreement, “Good Reason”
shall mean:




     (i) the assignment to the Employee of any duties inconsistent
in any respect with the Employee’s position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 4(a) of this Agreement,
or any other action by the Employer that results in a diminution in
such position, authority, duties or responsibilities, excluding for
this purpose an isolated, insubstantial and inadvertent action not
taken in bad faith and that is remedied by the Employer promptly
after receipt of notice thereof given by the Employee;




     (ii) any failure by the Employer to comply with any of the
provisions of Section 4(b) of this Agreement, other than an
isolated, insubstantial and inadvertent failure not occurring in
bad faith and that is remedied by the Employer promptly after
receipt of notice thereof given by the Employee;




     (iii) the Employer’s requiring the Employee to be based at any
office or location other than as provided in Section 4(a)(i)(B)
hereof or the Employer’s requiring the Employee to travel on
Employer business to a substantially greater extent than required
immediately prior to the Effective Date;




     (iv) any purported termination by the Employer of the
Employee’s employment otherwise than as expressly permitted by this
Agreement;




     (v) any failure by the Employer to continue in effect any cash
or stock-based incentive or bonus plan, retirement plan, welfare
benefit plan or other compensation, retirement or benefit plan,
practice, policy, and program, unless the aggregate value (as
computed by an independent employee benefits consultant selected by
the Employer and acceptable to the Employee or the Employee’s legal
representative) of all such compensation, retirement or benefit
plans, practices, policies and programs provided to the Employee is
not materially less than their aggregate value as in effect at any
time during the 120-day period immediately preceding the Effective
Date or if more favorable to the Employee, those provided generally
at any time after the Effective Date to other peer executives of
the Employer and its affiliated companies ; or




     (vi) any failure by the Employer to comply with and satisfy
Section 13(c) of this Agreement.




For purposes of this Section 5(c), any good faith determination of “Good
Reason” made by the Employee shall be conclusive.




     (d) Notice of Termination. Any termination by the Employer for
Cause, or by the Employee for Good Reason, shall be communicated by
Notice of Termination to the other party hereto given in accordance with
Section 14 of this Agreement. For purposes of this Agreement, a “Notice
of Termination” means a written notice that (i) indicates the



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specific termination provision in this Agreement relied upon, (ii) to the
extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Employee’s employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt
of such notice, specifies the termination date (which date shall be not
more than thirty days after the giving of such notice). The failure by
the Employee or the Employer to set forth in the Notice of Termination
any fact or circumstance that contributes to a showing of Good Reason or
Cause shall not waive any right of the Employee or the Employer,
respectively, hereunder or preclude the Employee or the Employer,
respectively, from asserting such fact or circumstance in enforcing the
Employee’s or the Employer’s rights hereunder.




     (e) Date of Termination. “Date of Termination” means (i) if the
Employee’s employment is terminated by the Employer for Cause, or by the
Employee for Good Reason, the date of receipt of the Notice of
Termination or any later date specified therein, as the case may be, (ii)
if the Employee’s employment is terminated by the Employer other than for
Cause or Disability, the Date of Termination shall be the date on which
the Employer notifies the Employee of such termination and (iii) if the
Employee’s employment is terminated by reason of death or Disability, the
Date of Termination shall be the date of death of the Employee or the
Disability Effective Date, as the case may be.



     6. Obligations of the Employer upon Termination.




     (a) Good Reason; Death; Disability; and Other Than for Cause. If,
during the Employment Period, the Employer shall terminate the Employee’s
employment other than for Cause, the Employee shall terminate employment
for Good Reason, or the Employee’s employment shall terminate due to
death or Disability:




     (i) the Employer shall pay to the Employee in a lump sum in
cash within 30 days after the Date of Termination the aggregate of
the following amounts:




     (A) the sum of (1) the Employee’s Annual Base Salary
through the Date of Termination to the extent not theretofore
paid, (2) the product of (x) the higher of (I) the Recent
Annual Bonus and (II) the Annual Bonus paid or payable,
including any bonus or portion thereof which has been earned
but deferred (and annualized for any fiscal year consisting
of less than 12 full months or during which the Employee was
employed for less than 12 full months), for the most recently
completed fiscal year during the Employment Period, if any
(such higher amount being referred to as the “Highest Annual
Bonus”) and (y) a fraction, the numerator of which is the
number of days in the current fiscal year through the Date of
Termination, and the denominator of which is 365 and (3) any
compensation previously deferred by the Employee (together
with any accrued interest or earnings thereon) and any
accrued vacation pay, in each case to the extent not
theretofore paid (the sum of the amounts



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described in clauses (1), (2), and (3) shall be
hereinafter referred to as the “Accrued Obligations”); and




     (B) the amount equal to the product of (1) two and (2)
the sum of (x) the Employee’s Annual Base Salary and (y) the
Highest Annual Bonus;




     (ii) all stock options, restricted stock or other awards made
or granted under the Quanta Services, Inc. 1997 Stock Option Plan,
the Quanta Services, Inc. 2001 Stock Incentive Plan and/or any
similar or successor stock plan or program, will become fully
vested immediately on or prior to the Employee’s Date of
Termination. The Employer agrees that for purposes of determining
the continued exercisability of Employee’s stock options
outstanding on the Date of Termination, Employee shall be
considered to have remained employed by the Employer until the
second anniversary of the Date of Termination. Nothing in this
subparagraph (ii) shall be deemed to extend the expiration date of
any stock option granted under the applicable stock plan(s) or
program(s) past the original expiration date of such stock option
as determined at the time of grant;




     (iii) for two years after the Employee’s Date of Termination,
or such longer period as may be provided by the terms of the
appropriate plan, program, practice or policy, the Employer shall
continue benefits to the Employee and/or the Employee’s family at
least equal to those that would have been provided to them in
accordance with the plans, programs, practices and policies
described in Section 4(b)(iv) of this Agreement if the Employee’s
employment had not been terminated or, if more favorable to the
Employee, as in effect generally at any time thereafter with
respect to other peer executives of the Employer and its affiliated
companies and their families, provided, however, that if the
Employee becomes reemployed with another employer and is eligible
to receive medical or other welfare benefits under another employer
provided plan, the medical and other welfare benefits described
herein shall be secondary to those provided under such other plan
during such applicable period of eligibility. For purposes of
determining eligibility (but not the time of commencement of
benefits) of the Employee for retiree benefits pursuant to such
plans, practices, programs and policies, the Employee shall be
considered to have remained employed until the second anniversary
of the Date of Termination and to have retired on the last day of
such period;




     (iv) the Employer shall, at its sole expense as incurred,
provide the Employee with outplacement services the scope and
provider of which shall be selected by the Employee in his sole
discretion; and




     (v) to the extent not theretofore paid or provided, the
Employer shall timely pay or provide to the Employee any other
amounts or benefits required to be paid or provided or which the
Employee is eligible to receive under any plan, program, policy or
practice or contract or agreement of the Employer and its



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affiliated companies (such other amounts and benefits shall be
hereinafter referred to as the “Other Benefits”).




     (b) Death. If the Employee’s employment is terminated by reason of
the Employee’s death during the Employment Period, the Employer shall pay
the amounts and provide the benefits described in Section 6(a), pay the
Accrued Obligations to the Employee’s estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of
Termination, and timely pay or provide the Other Benefits. With respect
to the provision of Other Benefits, the term Other Benefits as utilized
in this Section 6(b) shall include, without limitation, and the
Employee’s estate and/or beneficiaries shall be entitled to receive,
benefits at least equal to the most favorable benefits provided by the
Employer and affiliated companies to the estates and beneficiaries of
peer executives of the Employer and such affiliated companies under such
plans, programs, practices and policies relating to death benefits, if
any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period immediately preceding
the Effective Date or, if more favorable to the Employee’s estate and/or
the Employee’s beneficiaries, as in effect on the date of the Employee’s
death with respect to other peer executives of the Employer and its
affiliated companies and their beneficiaries.




     (c) Disability. If the Employee’s employment is terminated by
reason of the Employee’s Disability during the Employment Period, the
Employer shall pay the amounts and provide the benefits described in
Section 6(a), pay the Accrued Obligations to the Employee’s estate or
beneficiary, as applicable, in a lump sum in cash within 30 days of the
Date of Termination, and timely pay or provide the Other Benefits. With
respect to the provision of Other Benefits, the term Other Benefits as
utilized in this Section 6(c) shall include, and the Employee shall be
entitled after the Disability Effective Date to receive, disability and
other benefits at least equal to the most favorable of those generally
provided by the Employer and its affiliated companies to disabled
executives and/or their families in accordance with such plans, programs,
practices and policies relating to disability, if any, as in effect
generally with respect to other peer executives and their families at any
time during the 120-day period immediately preceding the Effective Date
or, if more favorable to the Employee and/or the Employee’s family, as in
effect at any time thereafter generally with respect to other peer
executives of the Employer and its affiliated companies and their
families.




     (d) Cause; Other than for Good Reason. If the Employee’s employment
shall be terminated for Cause during the Employment Period, this
Agreement shall terminate without further obligations to the Employee
other than the obligation to pay to the Employee (x) his Annual Base
Salary through the Date of Termination, (y) the amount of any
compensation previously deferred by the Employee, and (z) Other Benefits,
in each case to the extent theretofore unpaid. If the Employee
voluntarily terminates employment during the Employment Period, excluding
a termination for Good Reason, this Agreement shall terminate without
further obligations to the Employee, other than for Accrued Obligations
and the timely payment or provision of Other Benefits. In such case, all
Accrued Obligations shall be paid to the Employee in a lump sum in cash
within 30 days of the Date of Termination.



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     7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Employee’s continuing or future participation in any plan, program,
policy or practice provided by the Employer or any of its affiliated companies
and for which the Employee may qualify, nor, subject to Section 12, shall
anything herein limit or otherwise affect such rights as the Employee may have
under any contract or agreement with the Employer or any of its affiliated
companies. Amounts that are vested benefits or that the Employee is otherwise
entitled to receive under any plan, policy, practice or program of or any
contract or agreement with the Employer or any of its affiliated companies at
or subsequent to the Date of Termination shall be payable in accordance with
such plan, policy, practice or program or contract or agreement except as
explicitly modified by this Agreement.



     8. Full Settlement. The Employer’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action that the Employer may have against the
Employee or others. In no event shall the Employee be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Employee under any of the provisions of this Agreement and such amounts
shall not be reduced whether or not the Employee obtains other employment. The
Employer agrees to pay as incurred, to the full extent permitted by law, all
legal fees and expenses that the Employee may reasonably incur as a result of
any contest (regardless of the outcome thereof) by the Employer, the Employee
or others of the validity or enforceability of, or liability under, any
provision of this Agreement or any guarantee of performance thereof (including
as a result of any contest by the Employee about the amount of any payment
pursuant to this Agreement), plus in each case interest on any delayed payment
at the applicable Federal rate provided for in Code Section 7872(f)(2)(A).



     9. Certain Additional Payments by the Employer.




     (a) Anything in this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment or distribution by the
Employer or its affiliates to or for the benefit of the Employee (whether
paid or payable or distributed or distributable pursuant to the terms of
this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 9) (a “Payment”) would be
subject to the excise tax imposed by Code Section 4999 or any interest or
penalties are incurred by the Employee with respect to such excise tax
(such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the “Excise Tax”), then the
Employee shall be entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that after payment by the Employee of all
taxes (including any interest or penalties imposed with respect to such
taxes), including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, the Employee retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.




     (b) Subject to the provisions of Section 9(c), all determinations
required to be made under this Section 9, including whether and when a
Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall
be made by Arthur Andersen or such other certified public



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accounting firm as may be designated by the Employee (the
“Accounting Firm”) which shall provide detailed supporting calculations
both to the Employer and the Employee within 15 business days of the
receipt of notice from the Employee that there has been a Payment, or
such earlier time as is requested by the Employer. In the event that the
Accounting Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change of Control, the Employee shall
appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder). All fees and expenses of
the Accounting Firm shall be borne solely by the Employer. Any Gross-Up
Payment, as determined pursuant to this Section 9, shall be paid by the
Employer to the Employee within five days of the receipt of the
Accounting Firm’s determination. Any determination by the Accounting
Firm shall be binding upon the Employer and the Employee. As a result of
the uncertainty in the application of Code Section 4999 at the time of
the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments that will not have been made by the
Employer should have been made (“Underpayment”), consistent with the
calculations required to be made hereunder. In the event that the
Employer exhausts its remedies pursuant to Section 9(c) and the Employee
thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Employer
to or for the benefit of the Employee.




     (c) The Employee shall notify the Employer in writing of any claim
by the Internal Revenue Service that, if successful, would require the
payment by the Employer of the Gross-Up Payment. Such notification shall
be given as soon as practicable but no later than ten business days after
the Employee is informed in writing of such claim and shall apprise the
Employer of the nature of such claim and the date on which such claim is
requested to be paid. The Employee shall not pay such claim prior to the
expiration of the 30-day period following the date on which it gives such
notice to the Employer (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If the Employer
notifies the Employee in writing prior to the expiration of such period
that it desires to contest such claim, the Employee shall:




     (i) give the Employer any information reasonably requested by
the Employer relating to such claim,




     (ii) take such action in connection with contesting such claim
as the Employer shall reasonably request in writing from time to
time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by
the Employer,




     (iii) cooperate with the Employer in good faith in order
effectively to contest such claim, and




     (iv) permit the Employer to participate in any proceedings
relating to such claim;



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     provided, however, that the Employer shall bear and pay directly all
costs and expenses (including additional interest and penalties) incurred
in connection with such contest and shall indemnify and hold the Employee
harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a
result of such representation and payment of costs and expenses. Without
limitation on the foregoing provisions of this Section 9(c), the Employer
shall control all proceedings taken in connection with such contest and,
at its sole option, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority
in respect of such claim and may, at its sole option, either direct the
Employee to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Employee agrees to prosecute such
contest to a determination before any administrative tribunal, in a court
of initial jurisdiction and in one or more appellate courts, as the
Employer shall determine; provided, however, that if the Employer directs
the Employee to pay such claim and sue for a refund, the Employer shall
advance the amount of such payment to the Employee, on an interest-free
basis and shall indemnify and hold the Employee harmless, on an after-tax
basis, from any Excise Tax or income tax (including interest or penalties
with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating to
payment of taxes for the taxable year of the Employee with respect to
which such contested amount is claimed to be due is limited solely to
such contested amount. Furthermore, the Employer’s control of the
contest shall be limited to issues with respect to which a Gross-Up
Payment would be payable hereunder and the Employee shall be entitled to
settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.




     (d) If, after the receipt by the Employee of an amount advanced by
the Employer pursuant to Section 9(c), the Employee becomes entitled to
receive any refund with respect to such claim, the Employee shall
(subject to the Employer’s complying with the requirements of Section
9(c)) promptly pay to the Employer the amount of such refund (together
with any interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by the Employee of an amount advanced by
the Employer pursuant to Section 9(c), a determination is made that the
Employee shall not be entitled to any refund with respect to such claim
and the Employer does not notify the Employee in writing of its intent to
contest such denial of refund prior to the expiration of 30 days after
such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.



     10. Confidential Information. The Employee shall hold in a fiduciary
capacity for the benefit of the Employer all secret or confidential
information, knowledge or data relating to the Employer or any of its
affiliated companies, and their respective businesses, which shall have been
obtained by the Employee during the Employee’s employment by the Employer or
any of its affiliated companies and which shall not be or become public
knowledge (other than by acts by the Employee or representatives of the
Employee in violation of this Agreement). After termination of the Employee’s
employment with the Employer, the Employee shall not, without the prior written
consent of the Employer or as may otherwise be required by law or legal



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process, communicate or divulge any such information, knowledge or data to
anyone other than the Employer and those designated by it. In no event shall
an asserted violation of the provisions of this Section 10 constitute a basis
for deferring or withholding any amounts otherwise payable to the Employee
under this Agreement.



     11. Insurance and Indemnification. For the period from the Effective Date
through at least the tenth anniversary of the Employee’s termination of
employment from the Employer, the Employer shall maintain the Employee as an
insured party on all directors’ and officers’ insurance maintained by the
Employer for the benefit of its directors and officers on at least the same
basis as all other covered individuals and provide the Employee with at least
the same corporate indemnification as it provides to the peer executives of the
Employer.



     12. Earlier Employment Agreement. Except as provided in the following
sentence, from and after the Effective Date, this Agreement shall supersede any
other agreement between the parties with respect to the subject matter hereof.
The Employee may elect in writing to have any term, provision and/or definition
under the Employees’ Earlier Employment Agreement apply in lieu of any similar
term, provision and/or definition of this Agreement, except to the extent that
such application would produce duplicate payments or benefits under this
Agreement and such Earlier Employment Agreement. All determinations required
to be made under this Section, including whether and when a term, provision
and/or definition under the Employees’ Earlier Employment Agreement would
produce duplicate payments or benefits under this Agreement and such Earlier
Employment Agreement and the assumptions to be utilized in arriving at such
determination, shall be made by the Accounting Firm or such other nationally
recognized compensation and benefits consulting firm as the Employee may
designate, which shall provide detailed supporting calculations both to the
Employer and the Employee within 15 business days of the receipt of written
notice from the Employee, or such earlier time as is requested by the Employer.
All fees and expenses of the Accounting Firm (or such other firm designated)
shall be borne solely by the Employer.



     13. Successors.




     (a) This Agreement is personal to the Employee and without the prior
written consent of the Employer shall not be assignable by the Employee
otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the
Employee’s legal representatives.




     (b) This Agreement shall inure to the benefit of and be binding upon
the Employer and its successors and assigns.




     (c) The Employer will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Employer to assume
expressly and agree to perform this Agreement in the same manner and to
the same extent that the Employer would be required to perform it if no
such succession had taken place. As used in this Agreement, “Employer”
shall mean the Employer as hereinbefore defined and any successor to its
business and/or assets as aforesaid which assumes and agrees to perform
this Agreement by operation of law, or otherwise.



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     14. Notice. Any notice required pursuant to this Agreement will be in
writing and will be deemed given upon the earlier of (i) delivery thereof, if
by hand, (ii) three business days after mailing if sent by mail (registered or
certified mail, postage prepaid, return receipt requested), (iii) the next
business day after deposit if sent by a recognized overnight delivery service,
or (iv) upon transmission if sent by facsimile transmission or by electronic
mail, with return notification (provided that any notice sent by facsimile or
electronic mail shall also promptly be sent by one of the means described in
clauses (i) through (iii) of this Section. Any notice or document required to
be given or filed with the Employer is properly given or filed if delivered to
the Employer at 1360 Post Oak Boulevard, Suite 2100, Houston, Texas 77056,
Attention: General Counsel. Any notice or document required to be given or
filed with a Employee is properly given or filed if delivered to the Employee
at the most recent address shown on the Employer’s records. A party may change
its address for notice by the giving of notice thereof in the manner
hereinabove provided.



     15. Severability, Headings. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement. shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. The
section headings herein are for reference purposes only and are not intended in
any way to describe, interpret, define or limit the extent or intent of the
Agreement or of any part hereof.



     16. Arbitration. Any further dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Houston, Texas, in accordance with the rules of the American Arbitration
Association for the Resolution of Employment Disputes in effect on the date of
the event giving rise to the claim or the controversy; provided, however, that
the evidentiary standards set forth in this Agreement shall apply. Judgment
may be entered on the arbitrator’s award in any court having jurisdiction.
Notwithstanding any provision of this Agreement to the contrary, the Employee
shall be entitled to seek specific performance of the Employee’s right to be
paid until the Employee’s Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this Agreement. A
decision by a majority of the arbitration panel shall be final and binding.
The direct expense of any arbitration proceeding shall be borne by Employer.



     17. Governing Law. This Agreement shall in all respects be construed
according to the laws of the State of Texas, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.



     18. Withholding. The Employer may withhold from any amounts payable under
this Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.



     19. No Waiver. The Employee’s or the Employer’s failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Employee or the Employer may have hereunder, including, without
limitation, the right of the Employee to



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terminate employment for Good Reason, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.



     20. Claims. All claims by the Employee for payments or benefits under
this Agreement shall be directed to and determined by the Employer’s Board of
Directors (or such committee to which the Board delegates authority under this
Section) and shall be in writing. Any denial by the Board (or such committee)
of a claim for benefits under this Agreement shall be delivered to the Employee
in writing and shall set forth the specific reasons for the denial and the
specific provisions of this Agreement relied upon. The Board (or committee)
shall afford the Employee a reasonable opportunity for a review of the decision
denying a claim and shall further allow the Employee to appeal the decision
within 60 days after the Board (or committee) gives notice that it has denied
Employee’s claim.



     21. Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.



     In Witness Whereof, the Employee has hereunto set the Employee’s hand and,
pursuant to the authorization from its Board of Directors, the Employer has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

	 	 	 	 	 
	Quanta Services, Inc.

 	 
	 	  	/s/ Kenneth W. Trawick
 	 
	 	 	Kenneth W. Trawick 	 
	 	 	 	 
	 


	 	 	 	 
	 	 
	By:  	/s/ John R. Colson
 	 
	 	John R. Colson, Chief Executive Officer 	 
	 	 	 
	 





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