exv10w1



 






EXHIBIT 10.1




QUANTA SERVICES, INC. 2001 STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT




Grantee:



Address:




Number of Awarded Shares:



Date of Award:



Vesting of the Awarded Shares:



	 	 	 	 	 	 	 	 	 
	Date	 	No. Shares	 	 	Vested %	 
	Vest Date — 1
	 	 	0	 	 	 	33-1/3%	
	Vest Date — 2
	 	 	0	 	 	 	33-1/3%	
	Vest Date — 3
	 	 	0	 	 	 	33-1/3%	
	 
	 	 	 	 	 	 
	Total
	 	 	0	 	 	 	100%	






      Quanta Services, Inc., a Delaware corporation (the “Company”), hereby grants to the individual
whose name appears above (“Grantee"), pursuant to the provisions of the Quanta
Services, Inc. 2001 Stock Incentive Plan (As Amended and Restated March 13, 2003) as amended from
time to time in accordance with its terms (the “Plan”), a
restricted stock award (this “Award”) of shares (the
“Awarded Shares”) of
its common stock, par value $0.00001 per share (the “Common
Stock”), effective as
of the date of award as set forth above (the “Grant Date”), upon and subject to the
terms and conditions set forth in this Restricted Stock Agreement (this “Agreement”) and in
the Plan, which are incorporated herein by reference. Unless otherwise defined in this Agreement,
capitalized terms used in this Agreement shall have the meanings
assigned to them in the Plan.



      1. EFFECT
OF THE PLAN. The Awarded Shares granted to Grantee are subject to
all of the provisions of the Plan and of this Agreement, together with all rules and determinations
from time to time issued by the Committee and by the Board pursuant to the Plan. The Company hereby
reserves the right to amend, modify, restate, supplement or terminate
the Plan without the consent
of Grantee, so long as such amendment, modification, restatement or supplement shall not materially
reduce the rights and benefits available to Grantee hereunder, and this Award shall be subject,
without further action by the Company or Grantee, to such amendment, modification, restatement or
supplement unless provided otherwise therein.





 








 





      2. GRANT. This Award shall evidence Grantee’s ownership of the Awarded Shares, and
Grantee acknowledges that he or she will not receive a stock certificate representing the Awarded
Shares unless and until the Awarded Shares vest as provided in this
Award and all tax withholding
obligations applicable to the Vested Awarded Shares (as defined below) have been satisfied. The
Awarded Shares will be held in custody for Grantee, in a book entry account with the Company’s
transfer agent, until the Awarded Shares have vested in accordance with Section 3 of this Award.
Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Grantee as
described in Section 9(a) of this Award, withhold that number of Vested Awarded Shares necessary to
satisfy any applicable tax withholding obligation of Grantee in accordance with the provisions of
Section 9(a) of this Award, and thereafter instruct its transfer agent to deliver to Grantee all
remaining Vested Awarded Shares. Grantee agrees that the Awarded Shares shall be subject to all of
the terms and conditions set forth in this Agreement and the Plan, including, but not limited to,
the forfeiture conditions set forth in Section 4 of this Agreement, the restrictions on transfer
set forth in Section 5 of this Agreement and the satisfaction of the Required Withholding as set
forth in Section 9(a) of this Agreement.



      3. VESTING
SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in
Section 4 of this Agreement, the Awarded Shares shall vest if Grantee’s Continuous Service is not
interrupted during the period commencing with the Grant Date and ending with the applicable date
that such portion of the Awarded Shares vests (each, a “Vesting Date”). Awarded
Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this
Agreement are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of
Section 4 of this Agreement, if Grantee’s Continuous Service is not interrupted prior to an applicable
Vesting Date, thirty-three and one-third (33-1/3%) of the awarded Shares will vest
on the first Vesting Date; an additional thirty-three and one-third
(33-1/3%) of the Awarded Shares will
vest on the second Vesting Date; and the remaining thirty-three and
one-third (33-1/3%) of the
Awarded Shares will vest on the third Vesting Date, all as set forth
on the first page of this Agreement
under the heading “Vesting of Awarded Shares.” Shares will vest on a given date in the quarter in which
they were granted and not necessarily on the anniversary of the grant date. If an installment of
the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to
the next higher or lower Awarded Share, as determined by the Company, except the final installment,
which will be for the balance of the Awarded Shares.



4. CONDITIONS OF FORFEITURE.





     (a)
Upon any termination of Grantee’s Continuous Service (the
“Termination Date”) for any or
no reason (other than due to Grantee’s death), including but not limited to Grantee’s voluntary
resignation or termination by the Company with or without cause
before all of the Awarded Shares
become Vested Awarded Shares, all Unvested Awarded Shares as of the Termination Date shall, without
further action of any kind by the Company or Grantee, be forfeited. Unvested Awarded Shares that
are forfeited shall be deemed to be immediately transferred to the Company without any payment by
the Company or action by Grantee, and the Company shall have the full right to cancel any evidence
of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action
necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares
automatically upon such forfeiture. Following such forfeiture, Grantee shall have no further
rights with respect to such forfeited Unvested Awarded Shares. Grantee, by his acceptance of the
Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to
transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any
documents requested by the Company in connection with such forfeiture and transfer. The provisions
of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be
specifically performable by the Company in a court of equity or law.





 








 






     (b) Notwithstanding anything to the contrary in this Agreement, the Unvested Awarded
Shares shall become vested (i) on the death of Grantee during Grantee’s Continuous Service or (ii)
in accordance with the provisions of Section 11(c) of the Plan relating to a Change in Control
event.



      5. NON-TRANSFERABILITY. Grantee may not sell, transfer, pledge, exchange, hypothecate,
or otherwise encumber or dispose of any of the Unvested Awarded Shares, or any right or interest
therein, by operation of law or otherwise, except only with respect
to a transfer of title effected
pursuant to Grantee’s will or the laws of descent and distribution following Grantee’s death.
References to Grantee, to the extent relevant in the context, shall include references to
authorized transferees. Any transfer in violation of this Section 5 shall be void and of no force
or effect, and shall result in the immediate forfeiture of all Unvested Awarded Shares.



      6. DIVIDEND
AND VOTING RIGHTS. Subject to the restrictions contained in this Agreement,
Grantee shall have the rights of a stockholder with respect to the Awarded Shares, including the
right to vote all such Awarded Shares, including Unvested Awarded Shares, and to receive all
dividends, cash or stock, paid or delivered thereon, from and after
the date hereof. In the event of
forfeiture of Unvested Awarded Shares, Grantee shall have no further rights with respect to such
Unvested Awarded Shares. However, the forfeiture of the Unvested Awarded Shares pursuant to Section
4 hereof shall not create any obligation to repay cash dividends received as to such Unvested
Awarded Shares, nor shall such forfeiture invalidate any votes given by Grantee with respect to
such Unvested Awarded Shares prior to forfeiture.



      7. CAPITAL
ADJUSTMENTS AND CORPORATE EVENTS. If, from time to time during the term
of this Agreement, there is any capital adjustment affecting the outstanding Common Stock as a
class without the Company’s receipt of consideration, the Unvested Shares shall be adjusted in
accordance with the provisions of Section 11(a) of the Plan. Any and all new, substituted or additional securities to which Grantee maybe
entitled by reason of Grantee’s ownership of the Unvested Awarded Shares hereunder because of a
capital adjustment shall be immediately subject to the forfeiture provisions of this Agreement and
included thereafter as “Unvested Awarded Shares” for
purposes of this Agreement.



      8. REFUSAL
TO TRANSFER. The Company shall not be required (i) to transfer on its books
any Unvested Awarded Shares that have been sold or otherwise transferred in violation of any of the
provisions of this Agreement or the Plan, or (ii) to treat as owner of such Unvested Awarded
Shares, or accord the right to vote or pay or deliver dividends or other distributions to, any
purchaser or other transferee to whom or which such Unvested Awarded Shares shall have been so
transferred.



      9. TAX MATTERS.




     (a) The Company’s obligation to deliver Awarded Shares to Grantee upon the vesting of such
shares shall be subject to the satisfaction of all applicable federal, state and local income and
employment tax withholding requirements (the “Required
Withholding”). If
the Company has not received from Grantee a certified check or money order for the full amount of
the Required Withholding by 5:00 P.M. Central Standard Time on the
date Awarded Shares become
Vested Awarded Shares, the Company shall withhold from the Vested Awarded Shares that otherwise
would have been delivered to Grantee a number of Vested Awarded Shares necessary to satisfy
Grantee’s Required Withholding, and deliver the remaining Vested Awarded Shares to Grantee. The
amount of the Required Withholding and the number of Vested Awarded Shares to be withheld by the
Company, if applicable, to satisfy Grantee’s Required Withholding, as well as the amount reflected
on tax reports filed by the Company, shall be based on the value of the Vested Awarded Shares as of
12:01 A.M. Central Standard Time on the applicable Vesting Date. The obligations of the Company
under this Award will be conditioned on such satisfaction of the Required Withholding.





 








 






     (b) Grantee acknowledges that the tax consequences associated with the award are
complex and that the Company has urged Grantee to review with Grantee’s own tax advisors the
federal, state and local tax consequences of this Award. Grantee is relying solely on such advisors
and not on any statements or representations of the Company or any of its agents. Grantee
understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability
that may arise as a result of the Award. Grantee understands further that Section 83 of the
Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the fair
market value of the Awarded Shares as of the Vesting Date. Grantee also understands that
Grantee may elect to be taxed at Grant Date rather than at the time the Awarded Shares vest by
filing an election under Section 83(b) of the Code with the Internal Revenue Service and by
providing a copy of the election to the Company. GRANTEE ACKNOWLEDGES THAT HE OR SHE HAS BEEN
INFORMED OF THE AVAILABILITY OF MAKING AN ELECTION IN ACCORDANCE WITH SECTION 83(b) OF THE CODE;
THAT SUCH ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (AND A COPY OF THE ELECTION
GIVEN TO THE COMPANY) WITHIN 30 DAYS OF THE GRANT OF AWARDED SHARES TO GRANTEE; AND THAT GRANTEE IS
SOLELY RESPONSIBLE FOR MAKING SUCH ELECTION.



      10. ENTIRE
AGREEMENT; GOVERNING LAW. The Plan and this Agreement constitute the
entire agreement of the Company and Grantee (collectively, the
“Parties”) with
respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Parties with respect to
the subject matter hereof. If there is any inconsistency between the
provisions of this Agreement
and of the Plan, the provisions of the Plan shall govern. Nothing in
the Plan and this Agreement
(except as expressly provided therein or herein) is intended to confer any rights or remedies on
any person other than the Parties. The Plan and this Agreement are to be construed in accordance
with and governed by the internal laws of the State of Texas, without giving effect to any
choice-of-law rule that would cause the application of the laws of any jurisdiction other than the
internal laws of the State of Texas to
the rights and duties of the Parties. Should any provision of the Plan or this Agreement relating
to the Shares be determined by a court of law to be illegal or unenforceable, such provision shall
be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain
effective and shall remain enforceable.



      11. INTERPRETIVE
MATTERS. Whenever required by the context, pronouns
and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the
singular shall include the plural, and vice versa. The term “include” or “including” does not
denote or imply any limitation. The captions and headings used in
this Agreement are inserted for
convenience and shall not be deemed a part of the Restricted Stock Award or this Agreement for
construction or interpretation.



      12. DISPUTE
RESOLUTION. The provisions of this Section 12 shall be
the exclusive
means of resolving disputes of the Parties (including any other persons claiming any rights or
having any obligations through the Company or Grantee) arising out of
or relating to the Plan and
this Agreement. The Parties shall attempt in good faith to
resolve any disputes arising out of or relating to the Plan and this Agreement by negotiation
between individuals who have authority to settle the controversy. Negotiations shall be commenced
by either Party by a written statement of the Party‘s position and the name and title of the individual
who will represent the Party. Within thirty (30) days of the
written notification, the Parties shall meet
at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary,
to resolve the dispute. If the dispute has not been resolved by negotiation within ninety
(90) days of the written notification of the dispute, either Party may file suit and each Party
agrees that any suit, action or proceeding arising out of or relating to the Plan or this Agreement
shall be brought in the United States District Court for the Southern District of Texas (or should
such court lack jurisdiction to hear such suit, action or proceeding, in a Texas state court in
Harris County, Texas) and that the Parties shall submit to the jurisdiction of such court. The
Parties irrevocably waive, to the fullest extent permitted by law, any objection a Party may have to
the laying of venue





 








 





for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY
RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or
more provisions of this Section 12 shall for any reason be held invalid or unenforceable, it is the
specific intent of the Parties that such provisions shall be modified to the minimum extent
necessary to make it or its application valid and enforceable.




      13. NATURE OF PAYMENTS. Any and all grants or deliveries of
Awarded Shares hereunder shall constitute special incentive payments to Grantee and shall
not be taken into account in computing the amount of salary or compensation of Grantee
for the purpose of determining any retirement, death or other benefits under (a) any
retirement, bonus, life insurance or other employee benefit plan of the Company, or (b) any
agreement between the company and Grantee, except as such plan or agreement
shall otherwise expressly provide.



      14. NON-SOLICITATION. In consideration for the grant of this Award, Grantee hereby
agrees that during Grantee’s Continuous Service and for one year thereafter, Grantee shall not
solicit any person who is an employee of the Company or any Affiliate for the purpose or with the
intent of enticing such employee away from or out of the employ of the Company or any
Affiliate.



      15. PAYMENT OF PAR VALUE. In connection with the issuance of the Awarded Shares
pursuant to this Agreement, the Board has determined that the Company has
received consideration of not less than the aggregate par value of the Awarded Shares in the form
of past services rendered by Grantee to the Company and/or one or more Affiliates.



      16. AMENDMENT; WAIVER. This Agreement may be amended or modified only by means of
a written document or documents signed by the Company and Grantee. Any provision for the benefit of
the Company contained in this Agreement may be waived, either generally or in any
particular instance, by the Board or by the Committee. A waiver on one occasion shall not be deemed
to be a waiver of the same or any other breach on a future occasion.



      17. NOTICE. Any notice of other communication required or permitted
hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid
delivery in person or by courier or upon the earlier of delivery or the third business day after
deposit in the United States mail if sent by certified mail, with postage and fees prepaid,
addressed to the other Party at its address as shown beneath its signature in this Agreement, or to
such other address as such Party may designate in writing from time to time by notice to the other
Party in accordance with this Section 17.



      IN WITNESS WHEREOF, this Award has been executed as of the date first above written.



	 	 	 
	QUANTA SERVICES, INC.

	 
	 	 
	 
	 	 
	By:
	 	 
	

	 	 
	 
	 	 
	

	 	Name:  John R. Colson
	 
	 	 
	

	 	Title:    Chairman of the Board and Chief Executive Officer
	 
	 	 
	Address:

	 	1360 Post Oak Boulevard, Suite 2100
	

	 	Houston, TX 77056-3023














 




     GRANTEE ACKNOWLEDGES AND AGREES
THAT THE SHARES SUBJECT TO THIS RESTRICTED STOCK AWARD SHALL VEST AND
THE FORFEITURE RESTRICTIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE
PERIOD OF GRANTEE'S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN
THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THE RESTRICTED
STOCK AWARD). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN
THIS AGREEMENT OR THE PLAN SHALL CONFER UPON GRANTEE ANY RIGHT WITH
RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE’S CONTINUOUS
SERVICE. Grantee acknowledges receipt of a copy of the Plan,
represents that he or she is familiar with the terms and provisions
thereof, and hereby accepts the Restricted Stock Award subject to all
of the terms and provisions hereof and thereof. Grantee has
reviewed this Agreement and the Plan in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this
Agreement, and fully understands all provisions of this Agreement and
the Plan. Grantee hereby agrees that all disputes arising out of or
relating to this Agreement and the Plan shall be resolved in
accordance with Section 12 of this Agreement. Grantee further agrees
to notify the Company upon any change in the address for notice
indicated in this Agreement.



	 	 	 	 	 	 	 
	ACCEPTED:	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:

	 	

	 	Signed:
	 	


	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Social Security No.:

	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	The Optionee acknowledges receipt of a copy of
the Plan, represents that he or she is familiar with the terms
and provisions thereof, and hereby rejects this grant.
	 
	 	 	 	 	 	 
	REJECTED:

	 
	 	 	 	 	 	 
	Dated:

	 	

	 	Signed:
	 	


	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Social Security No.: