EX-10.1



 Exhibit 10.1 
 THIRTEENTH AMENDMENT 
 TO 

EMPLOYMENT AGREEMENT 
 This Thirteenth Amendment to Employment Agreement is made and entered into on this 1st day of January, 2012, 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 and
January 1, 2011; 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 2012; 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 2012. 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Thirteenth Amendment, and other good and
valuable consideration, the parties to this Thirteenth Amendment agree as follows: 
 1. All capitalized terms in this
Thirteenth 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 — 2011 Performance Goals and Performance Based Compensation” with the attached “Exhibit A-1 — 2012 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 Thirteenth 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 
 2012 Performance Goals and Performance Based Compensation 
  

	I.	Formula 

  

	A.	Earnings Per Share 

  

				000,000,000	
	 	  	Performance
Based
Compensation
Amount	 
	 For each $.01 increase
	  	$	65,250	  

  

	B.	Increase in Common Stock Price 

  

				00,000000	
	 (i) If the closing price of a share of Common Stock on 12/31/12 does not exceed $65.66
	  	$	0	  
	 (ii) If the closing price of a share of Common Stock on 12/31/12 exceeds $65.66 but does not equal or exceed $77.00, for each
$0.01 increase in per share price of a share of Common Stock above $65.66
	  	$	1,200	  
	 (iii) If the closing price of a share of Common Stock on 12/31/12 equals or exceeds $77.00, for each $0.01 increase in per share
price of a share of Common Stock above $65.66
	  	$	1,800	  

  

	II.	Method of Payment 

 The
Performance Based Compensation determined for 2012 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 NYSE Amex Exchange as of the
close of trading on December 31, 2012. 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, 2012	 		  	 /s/ Paul Manley

		 		  	Paul F. Manley, Chairman
		 		  	Compensation Committee
			
		 		  	Acknowledged and Accepted:
			
		 		  	 /s/ Albert H. Nahmad

		 		  	Albert H. Nahmad