exv10w1






Exhibit 10.1



Quanta Services, Inc.

Term Sheet

Annual Incentive Plan 2010 – 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 and external interest 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%
	150%
	 	150%
	200% 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.

	 
	 	 
	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 and after insurance true-up (before
consideration of intercompany interest income or
expense, interest expense, and gains or losses on the
sale of property and equipment)?







2









 






	 	 	 

	 

	 	            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.

	 
	 	 
	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 







3









 






	 	 	 

	 

	 	       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

2010 – 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 (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.

	 
	 	 
	 

	 	§     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%
	150%
	 	150%
	200% or greater
	 	200%






5









 





	 	 	 

	 

	 	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:

	 
	 	 
	 

	 	Ø   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. 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:
	Less than 5%
	 	0%
	5%
	 	25%
	10%
	 	50%
	15%
	 	75%
	20%
	 	100%
	Greater than 35%
	 	125%






	 	 	 

	 

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

	 
	 	 
	 

	 	Ø   Regardless of the percentage decrease, if an operating unit has
a TIIR below the respective target identified below at the end of the
current year, then 100% of the target bonus is earned:

	 
	 	 
	 

	 	§     Electric Power Operating Unit - 2.50

	 
	 	 
	 

	 	§     Nat Gas & Pipeline Operating Unit – 1.75

	 
	 	 
	 

	 	§     Telecom Operating Unit – 1.75







6









 






	 	 	 

	 

	 	Ø   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.

	 
	 	 
	 

	 	§     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.







7









 





Quanta Services, Inc.

Term Sheet

Annual Incentive Plan 2010 – 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%
	150%
	 	150%
	200% 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.







8









 






	 	 	 

	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.






9









 






Quanta Services, Inc.

Term Sheet

Supplemental Incentive Plan 2010 – 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%
	150%
	 	150%
	200% or greater
	 	200%






	 	 	 

	 

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






10









 






	 	 	 

	 

	 	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.







11









 






Quanta Services, Inc.

Term Sheet

CEO Discretionary Incentive Plan 2010 – 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.







12