exv10w1






Exhibit 10.1









Director Compensation Summary

(to be effective as of the May 2011 Annual Meeting of the Board of Directors)



     Directors who also are employees of Quanta or any of its subsidiaries do not receive
additional compensation for serving as directors. Each non-employee director receives a fee for
attendance at each meeting of the Board of Directors or any committee according to the following
schedule: $2,000 for attendance at a board meeting in person; $1,000 for attendance at a board
meeting by telephone; $1,000 for attendance at a committee meeting in person; and $500 for
attendance at a committee meeting by telephone.



     Upon initial appointment to the Board of Directors other than at an annual meeting of
stockholders, for the period from the appointment through the end of the director service year
during which the appointment is made, each such initially appointed non-employee director receives
a pro rata portion of both (i) an annual cash retainer payment of $50,000 and (ii) an annual award
of shares of restricted Common Stock having a value of $150,000. Upon initial election to the
Board of Directors at an annual meeting of stockholders, each such initially elected non-employee
director receives an annual cash retainer payment of $50,000 and an annual award of shares of
restricted Common Stock having a value of $150,000.



     At every annual meeting of stockholders at which a non-employee director is re-elected or
remains a director, each such re-elected or remaining non-employee director receives an annual cash
retainer payment of $50,000 and an annual award of shares of restricted Common Stock having a value
of $100,000. In addition, at every annual meeting of the Board of Directors, the non-employee
directors appointed to the following positions receive the supplemental annual cash retainers set
forth below; provided, however, that any individual who serves as both Lead Independent Director
and as a committee chairman receives only the supplemental annual cash retainer designated for the
Lead Independent Director:



	 	 	 	 	 

	Lead Independent Director
	 	$	15,000	 
	Chairman of the Audit Committee
	 	$	14,000	 
	Chairman of the Compensation Committee
	 	$	10,000	 
	Chairman of the Investment Committee
	 	$	10,000	 
	Chairman of the Governance and Nominating Committee
	 	$	7,500	 






     Unless the director’s service is interrupted, shares of restricted Common Stock awarded to
non-employee directors vest over three years in three equal annual installments. Any unvested
shares of restricted Common Stock will vest in full if the non-employee director is not nominated
for or elected to a new term or resigns at our convenience, which shall be deemed to include 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. Upon any other termination of
the non-employee director’s service, all unvested shares of restricted Common Stock will be
forfeited. 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.