EX-10.1


 Exhibit 10.1 
 Quanta Services, Inc. 
 Term Sheet 

Annual Incentive Plan 2013 – 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 /

Objective Obtained
	  	 Incentive as a % of

Target Incentive

	Less than 75%	  	    0%
	  75%	  	  25%
	  80%	  	  40%
	  85%	  	  55%
	  90%	  	  70%
	  95%	  	  85%
	100%	  	100%
	105%	  	120%
	110%	  	140%
	115%	  	160%
	120%	  	180%
	125% 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, (ii) discretion of Quanta management regarding individual performance, and (iii) 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

		
	Clawback Provision                	  	 Notwithstanding anything herein to the contrary, any incentive based compensation, or any other compensation, paid or payable to any
executive officer of Quanta Services, Inc. pursuant to this plan which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, shall be subject to such deductions and clawback (recovery), including
by means of repayment by the executive officer and/or withholding of future wages, as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any
such law, government regulation, order or stock exchange listing requirement).
  
 In addition, notwithstanding anything herein to the contrary, any incentive based compensation, or any other compensation, paid or payable to any individual other than an executive officer of Quanta
Services, Inc. pursuant to this plan which, if payable to an executive officer of Quanta Services, Inc., would be subject to recovery under any law, government regulation, order or stock exchange listing requirement, shall be, in the discretion of
the Compensation Committee, subject



  
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		  	 to such deductions and clawback (recovery), including by means of repayment by the individual and/or withholding of future wages, to the
same extent as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any such law, government regulation, order or stock exchange listing
requirement) with respect to an executive officer of Quanta Services, Inc., but only to the extent that the circumstances requiring such deductions and clawback (recovery) are attributable in whole or in part to the functional area or operating unit
with whom the recipient of such compensation is associated.
  
 Acceptance of
an award pursuant to this plan renders a recipient’s future wages subject to withholding by the Company to permit recovery of any amounts that may become due under this provision. This provision shall apply with respect to the 2013
performance period and shall survive to the extent required by law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any such law, government regulation, order or stock exchange
listing requirement). Recipients will be required to acknowledge and agree in writing to the foregoing as a condition to receipt of an award pursuant to this plan.

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


  
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 Quanta Services, Inc. 

Term Sheet 

Supplemental Incentive Plan 2013 – 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 /

Objective Obtained
	  	 Incentive as a % of

Target Incentive

	 Less than 75%
	  	    0%
	   75%
	  	  25%
	   80%
	  	  40%
	   85%
	  	  55%
	   90%
	  	  70%
	   95%
	  	  85%
	 100%
	  	100%
	 105%
	  	120%
	 110%
	  	140%
	 115%
	  	160%
	 120%
	  	180%
	 125% or greater
	  	200%


  

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


  
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		  	 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, (ii) discretion of Quanta management regarding individual performance, and (iii) 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.

		
	Clawback Provision	  	 Notwithstanding anything herein to the contrary, any incentive based compensation, or any other compensation, paid or payable to any
executive officer of Quanta Services, Inc. pursuant to this plan which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, shall be subject to such deductions and clawback (recovery), including
by means of repayment by the executive officer and/or withholding of future wages, as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any
such law, government regulation, order or stock exchange listing requirement).
  



  
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		  	 In addition, notwithstanding anything herein to the contrary, any incentive based compensation, or any other compensation, paid or
payable to any individual other than an executive officer of Quanta Services, Inc. pursuant to this plan which, if payable to an executive officer of Quanta Services, Inc., would be subject to recovery under any law, government regulation, order or
stock exchange listing requirement, shall be, in the discretion of the Compensation Committee, subject to such deductions and clawback (recovery), including by means of repayment by the individual and/or withholding of future wages, to the same
extent as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any such law, government regulation, order or stock exchange listing
requirement) with respect to an executive officer of Quanta Services, Inc., but only to the extent that the circumstances requiring such deductions and clawback (recovery) are attributable in whole or in part to the functional area or operating unit
with whom the recipient of such compensation is associated.
  
 Acceptance of
an award pursuant to this plan renders a recipient’s future wages subject to withholding by the Company to permit recovery of any amounts that may become due under this provision. This provision shall apply with respect to the 2013
performance period and shall survive to the extent required by law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any such law, government regulation, order or stock exchange
listing requirement). Recipients will be required to acknowledge and agree in writing to the foregoing as a condition to receipt of an award pursuant to this plan.

		
	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, restricted stock units, or a combination thereof. Any shares or units awarded will vest ratably over a
three-year period following the date of grant. A participant receiving restricted stock or restricted stock units must be employed by the company at each vesting date. If a participant leaves the employment of the company, all unvested restricted
stock and all unvested restricted stock units are forfeited.
  
 •      Cash-only Eligible participants will receive any incentive earned for the year in cash.



  
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 Quanta Services, Inc. 

Term Sheet 

CEO Discretionary Incentive Plan – All 
 2013 
  

			
	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, restricted stock units, 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.