exv10w1






Exhibit 10.1




Quanta Services, Inc.

Term Sheet

Annual Incentive Plan 2011 — Operating Units




	 	 	 	 	 

	Participants	 	Employees will be selected to participate in the Annual Incentive plan annually
at the discretion of the CEO with the approval of the Compensation Committee.
	 
	 	 	 	 
	Target Incentive

	 	•
	 	Target incentive ranges have been or will be developed for each
participant in the Plan.
	 
	 	 	 	 
	 

	 	•
	 	Management will make recommendations to the Compensation Committee
regarding the target incentive for each participant based on a competitive
range.
	 
	 	 	 	 
	Performance Measures
and Incentive
Determination	 	CALCULATION OF
PERCENTAGE OF TARGET BONUS ELIGIBLE TO BE EARNED:
	 
	 	 	 	 
	 

	 	•
	 	Each operating unit will be assigned an operating income goal for the incentive year which will be approved by the Compensation Committee.
	 
	 	 	 	 
	 

	 	•
	 	For purposes of the plan, operating income will be defined as operating
income before goodwill, after insurance true-up, intercompany interest income
or expense, external interest expense and bad debt expense, and excluding gains
or losses on sales of property and equipment.
	 
	 	 	 	 
	 

	 	•
	 	Subject to the limitations described below, the percentage of target
bonus eligible to be earned will be determined according to the table below:






	 	 	 	 	 
	Percentage of Operating	 	Incentive as a % of
	Income Goal Obtained	 	Target Incentive
	Less than 75%
	 	 	0	%
	75%
	 	 	25	%
	80%
	 	 	40	%
	85%
	 	 	55	%
	90%
	 	 	70	%
	95%
	 	 	85	%
	100%
	 	 	100	%
	120%
	 	 	120	%
	125%
	 	 	130	%
	130%
	 	 	140	%
	140%
	 	 	170	%
	150% or greater
	 	 	200	%







 









 






	 	 	 	 	 

	 

	 	•
	 	When performance falls between the designated points in the table, the
incentive will be determined by interpolation.
	 
	 	 	 	 
	 

	 	•
	 	The Potential Incentive Earned (“PIE”) (expressed in dollars) is
defined as the result of multiplying the “Incentive as a percentage of Target
Incentive” (calculated from the above table) by the participant’s Target
incentive (expressed in dollars).
	 
	 	 	 	 
	 	 	OPERATING INCOME
COMPONENT:
	 
	 	 	 	 
	 

	 	•
	 	Eighty-Five percent of a participant’s PIE will be based on the
above operating income calculation, subject to the limitations outlined below,
for said participant’s operating unit.
	 
	 	 	 	 
	 	 	STRATEGIC GOALS
DISCRETIONARY COMPONENT:
	 
	 	 	 	 
	 

	 	•
	 	As long as the “Percentage of Operating Income Goal Obtained”
(calculated from the above table) exceeds 100%, the remaining fifteen percent
of the PIE will be a discretionary award for each participant based on
obtaining pre-established operating unit objectives for the year in support of
their respective operating unit’s strategic business plan.
	 
	 	 	 	 
	 

	 	•
	 	If the “Percentage of Operating Income Goal Obtained” (calculated from
the above table) is less than or equal to 100%, then 15% of the Target
Incentive will be a discretionary award for each participant based on obtaining
pre-established operating unit objectives for the year in support of their
respective operating unit’s strategic business plan.
	 
	 	 	 	 
	 

	 	•
	 	Such goals will be as specific and measurable as possible and
documented in writing.






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	Limitations

	 	•
	 	The annual incentive calculation is subject to the following
limitations; sequenced as follows:
	 
	 	 	 	 	 	 
	 	 	 	 	Step 1:
	 
	 	 	 	 	 	 
	 	 	 	 	Is target bonus pool > 10% of the operating income before goodwill, after
insurance true-up, intercompany interest income or expense, external interest
expense and bad debt expense, and excluding gains or losses on sales of
property and equipment?
	 
	 	 	 	 	 	 
	 

	 	 	 	 	If Yes, Go to Step 2.
	 
	 	 	 	 	 	 
	 	 	 	 	     If No, use the Incentive Determination chart above. Any bonus earned (for the
aggregate pool) is limited to 10% of operating income (as defined). Further,
any individual bonuses are capped at 200% of the individual target bonus.
	 
	 	 	 	 	 	 
	 	 	 	 	Step 2:
	 
	 	 	 	 	 	 
	 	 	 	 	Has the Operating Income Goal been met or exceeded? If Yes, go to b., If No,
go to a.
	 
	 	 	 	 	 	 
	 

	 	 	 	a.
	 	Use the Incentive Determination chart above with the following limitations:
	 

	 	 	 	 	 	Bonuses earned under this section ( for the pool) are limited to 10% of actual
operating income (as defined).
	 
	 	 	 	 	 	 
	 

	 	 	 	b.
	 	Use the Incentive Determination chart above with the following limitations:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Up to 10% of the operating income goal (as defined) can be earned by the pool
participants. For every dollar of operating income (as defined) in excess of
the operating income goal, $.25 will be contributed to the bonus pool. Add
this amount to the results of the Incentive Determination chart. The total
contribution under this paragraph b. is limited to 100% of the target bonus for
each of the pool participants.






3









 






	 	 	 	 	 

	Incentive Payout

	 	•
	 	Any calculated incentive will be subject to (i) assessment of overall
company performance to ensure that payout of calculated incentives will not
jeopardize the financial stability of the company and (ii) approval by the
Compensation Committee.
	 
	 	 	 	 
	 

	 	•
	 	A participant must be employed by the company on the date the bonus is
paid. Any participant not employed by the company on the payment date forfeits
any and all rights to such bonus. It is the company’s intention to pay bonuses
earned under the plan in March following the end of the calculation period.
	 
	 	 	 	 
	 

	 	•
	 	A new participant added to this Plan during the Plan year will be
pro-rated from their date of hire. In any event, a new participant must be
employed by October 1 to be eligible for incentives in the current plan year.
	 
	 	 	 	 
	 

	 	•
	 	The salary to be used in the incentive calculation will be the base
salary in effect on the December 31 immediately preceding the date of the
calculation.
	 
	 	 	 	 
	 

	 	•
	 	Any incentive earned under the Annual Incentive Plan is intended to be
paid in cash.






4









 






Quanta Services, Inc.




Term Sheet

Supplemental Incentive Plan

2011 — Operating Units




	 	 	 	 	 
	Participants

	 	•
	 	Employees will be selected to participate in the Supplemental Incentive
Plan annually at the discretion of the CEO with the approval of the
Compensation Committee.
	 
	 	 	 	 
	 

	 	•
	 	For purposes of the supplemental incentive, Field Unit participants
will be classified into two categories: Stock Eligible or Cash-only Eligible
participants, at the discretion of the CEO with the approval of the
Compensation Committee.
	 
	 	 	 	 
	Target Incentive	 	Each participant will be assigned a target supplemental incentive expressed as
a dollar value annually.
	 
	 	 	 	 
	Performance
Measures and
Incentive
Determination	 	Performance
Award:
	 
	 	 	 	 
	 

	 	•
	 	Fifty percent of a participant’s supplemental incentive value will be based on Modified Return on Asset (MROA) performance versus target.
	 
	 	 	 	 
	 

	 	•
	 	MROA will be calculated by dividing net operating income by total
assets. Operating Income is defined as operating income before goodwill, after
insurance true-up and bad debt expense (before consideration of intercompany
interest income or expense, interest expense, and gains or losses on the sale
of property and equipment). Total assets will be based on the quarterly average
for the fiscal year excluding inter-company accounts and cash on hand.






5









 






	 	 	 	 	 

	 

	 	•
	 	The Performance Award will be determined according to the table below:






	 	 	 	 	 
	Percentage of Target /	 	Incentive as a % of
	Objective Obtained	 	Target Incentive
	Less than 75%
	 	 	0	%
	75%
	 	 	25	%
	80%
	 	 	40	%
	85%
	 	 	55	%
	90%
	 	 	70	%
	95%
	 	 	85	%
	100%
	 	 	100	%
	120%
	 	 	120	%
	125%
	 	 	130	%
	130%
	 	 	140	%
	140%
	 	 	170	%
	150% or greater
	 	 	200	%







	 	 	 	 	 

	 	 	When performance falls between the designated points in the table, the
incentive will be determined by interpolation.
	 
	 	 	 	 
	 	 	Discretionary
Award
	 
	 	 	 	 
	 	 	The remaining fifty percent of the supplemental incentive will, in lieu of a
discretionary component, be based on the following safety measurement:
	 
	 	 	 	 
	 

	 	•
	 	Total Incident Injury Rate:
	 
	 	 	 	 
	 	 	Each Operating Unit has a “Total Incident Injury Rate” (“TIIR”) calculated for
the prior year. Subject to each participant’s ethical behavior and compliance
with the Code of Ethics and Business Conduct, the discretionary award will be
based on improvements in TIIR performance. The baseline for measuring current
year performance is the respective actual TIIR for the prior year expressed as
a percentage of hours worked.






6









 






	 	 	 

	 

	 	The following Bonus Eligibility Scale will be used to measure the amount of
bonus earned as a result of improvement in the TIIR rate from the prior year to
the current year:






	 	 	 	 	 
	If TIIR rate is	 	Bonus earned
	Reduced by:	 	will be:
	0% or less
	 	 	0	%
	2.5%
	 	 	25	%
	5%
	 	 	50	%
	7.5%
	 	 	75	%
	10%
	 	 	100	%
	Greater than 20%
	 	 	125	%







	 	 	 	 	 	 	 

	 

	 	 	 	•
	 	When performance falls between the designated points in the table, the
incentive will be determined by interpolation.
	 
	 	 	 	 	 	 
	 

	 	 	 	•
	 	Regardless of the percentage decrease, if an operating unit has a TIIR
less than the respective target identified below at the end of the current
year, then a minimum of 100% of the target bonus is earned, as the calculated
reduction from the prior year could yield a higher percentage:






	 	 	 	 	 	 	 

	 

	 	 	 	•
	 	Electric Power Operating Unit - 2.50
	 
	 	 	 	 	 	 
	 

	 	 	 	•
	 	Nat Gas & Pipeline Operating Unit — 2.50
	 
	 	 	 	 	 	 
	 

	 	 	 	•
	 	Telecom Operating Unit — 1.50







	 	 	 	 	 	 	 

	 

	 	 	 	•
	 	Regardless of the percentage decrease, if an operating unit has a TIIR
above 4.5; it is ineligible for this incentive component.
	 
	 	 	 	 	 	 





	 	 	 	 	 

	Limitations

	 	•
	 	Any calculated incentive will be subject to (i) assessment of overall
company performance to ensure that payout of calculated incentives will not
jeopardize the financial stability of the company and (ii) approval by the
Compensation Committee.
	 
	 	 	 	 
	 

	 	•
	 	In any year, stock awarded under this and all other plans shall not
exceed 1% of the outstanding stock. The Compensation Committee and the Board
of Directors will review this limitation annually.
	 
	 	 	 	 
	 

	 	•
	 	A participant must be employed by the company on the date the bonus is
paid. Any participant not employed by the company on the payment date forfeits
any and all rights to such bonus. It is the company’s intention to pay bonuses
earned under the plan in March following the end of the calculation period.






7









 






	 	 	 	 	 

	 

	 	•
	 	A new participant added to this Plan during the Plan year will be
pro-rated from their date of hire. In any event, a new participant must be
employed by October 1 to be eligible for incentives in the current plan year.
	 
	 	 	 	 
	Incentive Payout

	 	•
	 	Stock Eligible participants, at the election of the CEO with approval
by the Compensation Committee, may receive any incentive earned under the
Supplemental plan in cash, restricted stock or a combination thereof. Subject
to the above limitations, the portion of the incentive awarded in restricted
stock will be multiplied by 1.10 and then that amount will be divided by the
current stock price to determine the number of shares. Any shares awarded will
vest ratably over a three-year period following the date of grant. A
participant receiving restricted stock must be employed by the company at each
vesting date. If a participant leaves the employment of the company, all
unvested restricted stock awards are forfeited.
	 
	 	 	 	 
	 

	 	•
	 	Cash-only Eligible participants will receive any incentive earned for
the year in cash.







8











 





Quanta Services, Inc.

Term Sheet

Annual Incentive Plan 2011 — Corporate




	 	 	 

	Participants

	 	Employees will be selected to participate in the Annual Incentive Plan at the
discretion of the CEO with the approval of the Compensation Committee.
	 
	 	 
	Target Incentive

	 	•    Target incentive ranges have been or will be developed for each
participant in the Plan.

	 
	 	 
	 

	 	•    Management will make recommendations to the Compensation Committee
regarding the target incentive for each participant based on a competitive
range.

	 
	 	 
	Performance Measures

	 	•    The annual incentive will be based on an operating income target to be
determined annually by the Compensation Committee. This target will be
adjusted, as appropriate, at the discretion of the Compensation Committee to
take into account any business acquisitions or divestitures during the Plan
year.

	 
	 	 
	 

	 	•    For purposes of the plan, operating income will be operating income
(before goodwill amortization, gain (loss) on sale of assets and non-cash
compensation) less interest expense, net of interest income.

	 
	 	 
	 

	 	•    There will be no discretionary portion for the annual incentive.

	 
	 	 
	Incentive Determination
	 	 









	 	 	 
	Percentage of Target /	 	Incentive as a % of
	Objective Obtained	 	Target Incentive
	Less than 75%
	 	0%
	75%
	 	25%
	80%
	 	40%
	85%
	 	55%
	90%
	 	70%
	95%
	 	85%
	100%
	 	100%
	110%
	 	130%
	120%
	 	175%
	130%
	 	185%
	140%
	 	195%
	150% or greater
	 	200%






	 	 	 

	 

	 	•    The amount of incentive earned will be based on the table above.

	 
	 	 
	 

	 	•    The salary to be used in the calculation will be the base salary in
effect on the December 31 immediately preceding the date of the calculation.







 









 






	 	 	 

	 

	 	•    When performance falls between the designated points in the table, the
incentive will be determined by interpolation.

	 
	 	 
	Limitations

	 	•    Any calculated incentive will be subject to (i) assessment of overall
company performance to ensure that payout of calculated incentives will not
jeopardize the financial stability of the company and (ii) approval by the
Compensation Committee.

	 
	 	 
	 

	 	•    A participant must be employed by the company on the date the bonus is
paid. Any participant not employed by the company on the payment date forfeits
any and all rights to such bonus. It is the company’s intention to pay bonuses
earned under the plan in March following the end of the calculation period.

	 
	 	 
	 

	 	•    A new participant added to this Plan during the Plan year will be
pro-rated from their date of hire. In any event, a new participant must be
employed by October 1 to be eligible for incentives in the current plan year

	 
	 	 
	Incentive Payout

	 	Any incentive earned under the Annual Incentive Plan is intended to be paid in
cash.






2









 






Quanta Services, Inc.

Term Sheet

Supplemental Incentive Plan 2011 — Corporate




	 	 	 
	Participants

	 	•    Employees will be selected to participate in the Supplemental Incentive
Plan annually at the discretion of the CEO with the approval of the
Compensation Committee.

	 
	 	 
	 

	 	•    For purposes of the supplemental incentive, Corporate participants will
be classified annually into two categories: Stock Eligible or Cash-only
Eligible participants, at the discretion of the CEO with the approval of the
Compensation Committee.

	 
	 	 
	Performance Measures and
Incentive Determination

	 	Performance Award


Fifty percent of a participant’s supplemental incentive value will be based on
return on equity after eliminating the effects of goodwill (ROE) versus the
target for the year. This target will be determined annually by the
Compensation Committee. The target will be adjusted as appropriate, at the
discretion of the Compensation Committee, to take into account any business
acquisitions or dispositions during the Plan year.


The Performance Award will be determined according to the following table:






	 	 	 
	Percentage of Target /	 	Incentive as a % of
	Objective Obtained	 	Target Incentive
	Less than 75%
	 	0%
	75%
	 	25%
	80%
	 	40%
	85%
	 	55%
	90%
	 	70%
	95%
	 	85%
	100%
	 	100%
	110%
	 	130%
	120%
	 	175%
	130%
	 	185%
	140%
	 	195%
	150% or greater
	 	200%






	 	 	 

	 

	 	When performance falls between the designated points in the table, the
incentive will be determined by interpolation.





3









 






	 	 	 

	 

	 	Individual Performance Award
	 
	 	 
	 

	 	The remaining fifty percent of a participant’s supplemental incentive value
will be determined on a discretionary basis. The Individual Performance Award
will be based on obtaining pre-set objectives established for each participant
for the year and on exhibiting ethical behavior and compliance with the Code of
Ethics and Business Conduct.
	 
	 	 
	Limitations

	 	•    Any calculated incentive will be subject to (i) assessment of overall
company performance to ensure that payout of calculated incentives will not
jeopardize the financial stability of the company and (ii) approval by the
Compensation Committee.

	 
	 	 
	 

	 	•    In any year, stock awarded under this and all other plans shall not
exceed 1% of the outstanding stock. The Compensation Committee and the Board
of Directors will review this limitation annually.

	 
	 	 
	 

	 	•    A participant must be employed by the company on the date the bonus is
paid. Any participant not employed by the company on the payment date forfeits
any and all rights to such bonus. It is the company’s intention to pay bonuses
earned under the plan in March following the end of the calculation period.

	 
	 	 
	 

	 	•    A new participant added to this Plan during the Plan year will be
pro-rated from their date of hire. In any event, a new participant must be
employed by October 1 to be eligible for incentives in the current plan year.

	 
	 	 
	Incentive Payout

	 	•    Stock Eligible participants, at the election of the CEO with approval
by the Compensation Committee, may receive any incentive earned under the
Supplemental plan in cash, restricted stock or a combination thereof. Subject
to the above limitations, the portion of the incentive awarded in restricted
stock will be multiplied by 1.10 and then that amount will be divided by the
current stock price to determine the number of shares. Any shares awarded will
vest ratably over a three-year period following the date of grant. A
participant receiving restricted stock must be employed by the company at each
vesting date. If a participant leaves the employment of the company, all
unvested restricted stock awards are forfeited.

	 
	 	 
	 

	 	•    Cash-only Eligible participants will receive any incentive earned for
the year in cash.






4









 






Quanta Services, Inc.

Term Sheet

CEO Discretionary Incentive Plan 2011 — All




	 	 	 

	Discretionary Payout

	 	Annually, at the recommendation of the CEO,
discretionary awards will be presented to the
Compensation Committee. These awards will be
made at the discretion of the CEO, with the
Compensation Committee’s approval, in cash,
restricted stock, or a combination thereof. A
participant must be employed by the company on
the date the bonus is paid. Any participant not
employed by the company on the payment date
forfeits any and all rights to such bonus. It
is the company’s intention to pay bonuses earned
under the plan in March following the end of the
calculation period.