EX-10.1



 Exhibit 10.1 

SEVENTEENTH AMENDMENT 

TO 
 EMPLOYMENT
AGREEMENT 
 This Seventeenth Amendment to Employment Agreement is made and entered into effective as of the 1st day of January,
2016, 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, January 1, 2012, January 1, 2013, January 1, 2014 and January 1, 2015; and 
 WHEREAS,
the Compensation Committee of the Company’s Board of Directors has determined to decrease the Employee’s Base Salary from $1,100,000 to $825,000, effective as of January 15, 2016; and 

WHEREAS, the Compensation Committee of the Company’s Board of Directors has determined to increase the Employee’s use of the
Company’s airplane for personal purposes for up to fifty (50) hours during the calendar year 2016. The Company shall pay all fuel and operational costs incident thereto. The value of the Employee’s usage of the Company’s airplane
shall be treated as compensation for tax purposes; and 
 WHEREAS, the Compensation Committee of the Company’s Board of
Directors has set the targets for the long-term performance based compensation payable by the Company to the Employee for the year 2016; 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 long-term performance based compensation payable by the Company to the Employee for the calendar year 2016 shall not exceed $20 million. 







 NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in
this Seventeenth Amendment, and other good and valuable consideration, the parties to this Seventeenth Amendment agree as follows: 
 1. All
capitalized terms in this Seventeenth 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 — 2015 Performance Goals and Long-term Performance Based
Compensation” with the attached “Exhibit A-1 — 2016 Performance Goals and Long-term 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 Seventeenth 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 

2016 Performance Goals and Long-Term Performance Based Compensation 
  

					
	 I.       Formula
	  			
		
	A.     Earnings Per Share	  	Amount of Long-term
Performance
Based Compensation	 
	 For each $.01 increase
	  	$	91,350	  
		
	 B.     Increase in Common Stock Price
	  			
	 (i) If the closing price of a share of Common Stock on 12/31/16 does not exceed $117.13
	  	$	0	  
	 (ii) If the closing price of a share of Common Stock on 12/31/16 exceeds $117.13 but does not equal or exceed $140.56,
for each $0.01 increase in per share price of a share of Common Stock above $117.13
	  	$	1,680	  
	 (iii) If the closing price of a share of Common Stock on 12/31/16 equals or exceeds $140.56, for each $0.01
increase in per share price of a share of Common Stock above $117.13
	  	$	2,520	  

  

	II.	Method of Payment 

 Subject to a cap of $20 million, the Long-term
Performance Based Compensation determined for 2016 under the formula in Section I (the “Long-term Performance Based Compensation Amount”) shall be paid in the form of the Company’s grant of a number of restricted shares of Class B
Common Stock of the Company (the “Shares”) equal to the amount determined by dividing (x) the Long-term 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, 2016. The value of any fractional shares shall be paid in cash. The restrictions on the Shares shall lapse on the first to occur of (i) October 15, 2026, (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.	Incentive Compensation Plan 

 The long-term performance based award and
method of payment specified above (the “Award”) are being made by the Compensation Committee as performance awards of restricted stock pursuant to Section 8 of the Company’s 2014 Incentive Compensation Plan or any successor plan (the
“Incentive Plan”) and are subject to the limitations contained in Section 5(b)(ii) 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, 2016	 		 		 	 /s/ Denise Dickins

		 		 		 	Denise Dickins, Chairman
		 		 		 	Compensation Committee
				
		 		 		 	Acknowledged and Accepted:
				
		 		 		 	 /s/ Albert H. Nahmad

		 		 		 	Albert H. Nahmad