EX-10.1



 Exhibit 10.1 
 FOURTEENTH AMENDMENT 
 TO 

EMPLOYMENT AGREEMENT 
 This Fourteenth Amendment to Employment Agreement is made and entered into on this 1st day of January, 2013, 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 and January 1, 2012; and  

WHEREAS, the Compensation Committee of the Company’s Board of Directors has set the targets for the performance based
compensation payable by the Company to the Employee for the year 2013; 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 performance based compensation amount payable by the Company to the Employee for the calendar year 2013. 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Fourteenth Amendment, and other
good and valuable consideration, the parties to this Fourteenth Amendment agree as follows: 
 1. All capitalized terms in this
Fourteenth 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 — 2012 Performance Goals and Performance Based Compensation” with the attached “Exhibit A-1 — 2013 Performance Goals and 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 Fourteenth 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 
 2013 Performance Goals and Performance Based Compensation 
  

					
	I.       Formula	  	 	 
	A.     Earnings Per Share	  	Performance
Based
Compensation Amount	 
		
	          For each $.01 increase
	  	$	65,250	  
		
	 B.     Increase in Common Stock Price
	  			
		
	          (i) If the closing price of a share of Common Stock on 12/31/13 does not
exceed $74.90
	  	$	0	  
		
	          (ii) If the closing price of a share of Common Stock on 12/31/13 exceeds
$74.90 but does not equal or exceed $86.00, for each $0.01 increase in per share price of a share of Common Stock above $74.90
	  	$	1,200	  
		
	          (iii) If the closing price of a share of Common Stock on 12/31/13 equals or
exceeds $86.00, for each $0.01 increase in per share price of a share of Common Stock above $74.90
	  	$	1,800	  

  

	II.	Method of Payment 

  

	    	The Performance Based Compensation determined for 2013 under the formula in Section I (the “Performance Based Compensation Amount”) shall be paid in the form
of the Company’s grant of a number of shares of Class B Common Stock of the Company (the “Shares”) equal to the amount determined by dividing (x) two times the 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, 2013. The value of any fractional shares shall be paid in cash. The Compensation Committee may, in its sole discretion,
exercise negative discretion to reduce the Performance Based Compensation Amount by any amount and instead pay the amount by which the Performance Based Compensation Amount has been reduced in cash on a 1 for 1 basis, rather than converting that
amount into Shares on a 2 for 1 basis as described above. The restrictions on the Shares shall lapse on the first to occur of (i) October 15, 2022 (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.	2001 Amended and Restated Incentive Compensation Plan 

  

	    	The performance based award and method of payment specified above (the “Award”) were made by the Compensation Committee in accordance with Section 8 of
the Company’s 2001 Amended and Restated Incentive Compensation Plan (the “Incentive Plan”) and are subject to the limitations contained in Section 5 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, 2013	 		 	/s/ Paul
Manley                            
	 	 		 	 Paul F. Manley, Chairman

Compensation Committee

			
		 		 	Acknowledged and Accepted:
			
		 		 	 /s/ Albert H.
Nahmad                    
 Albert H.
Nahmad