Eleventh Amendment



 Exhibit 10.1 

ELEVENTH AMENDMENT 

TO 

EMPLOYMENT AGREEMENT 

This Eleventh Amendment to Employment Agreement is made and entered into on this 1st day of January, 2010, 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 and January 1, 2009; 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 2010; 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 2010. 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Eleventh Amendment, and other good
and valuable consideration, the parties to this Eleventh Amendment agree as follows: 
 1. All capitalized terms in this
Eleventh 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 — 2009 Performance Goals and Performance Based Compensation” with the attached “Exhibit A-1 — 2010 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 Eleventh 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 

2010 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 12/31/10 does not exceed $48.98	  	$	0
		 	(ii) If the closing price of a share of Common Stock on 12/31/10 exceeds $48.98 but does not equal or exceed $56.33, for each $0.01 increase in per share price of a share of Common
Stock above $48.98	  	$	1,200
		 	(iii) If the closing price of a share of Common Stock on 12/31/10 equals or exceeds $56.33, for each $0.01 increase in per share price of a share of Common Stock above
$48.98	  	$	1,800
			
	 II.
	 	Method of Payment	  		
		
		 	The Performance Based Compensation determined for 2010 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, 2010. 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, 2018 (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, 2010	 		 	 /s/ Paul Manley

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

		 		 		 	Albert H. Nahmad