2007 STOCK INCENTIVE PLAN FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
Published on May 29, 2007
Exhibit 99.3
QUANTA SERVICES, INC. 2007 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Grantee: |
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Address: |
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Number of Awarded Shares: |
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Date of Award: |
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| Vesting of Awarded Shares: | Vesting Date | Vested % | ||||||
| 331/3 | % | |||||||
| 331/3 | % | |||||||
| 331/3 | % | |||||||
Total |
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. 2007 Stock Incentive Plan, 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 Grantees ownership of the Awarded Shares, and
Grantee acknowledges that he or she will not receive a stock certificate or stock in book entry
form representing the Awarded Shares unless and until the Awarded Shares vest as provided in this
Award. The Awarded Shares will be held in custody for Grantee, in a book entry account with the
Companys transfer agent, until the Awarded Shares have vested in accordance with Section 3 of this
Award. Upon vesting of the Awarded Shares, the Company
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shall instruct its transfer agent to deliver to Grantee all Vested Awarded Shares (as defined
in Section 3 below) in a stock certificate or in book entry form. 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 and the restrictions on transfer set forth in Section 5 of this Agreement.
3. VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in Section 4
of this Agreement, a portion of the Awarded Shares shall vest during Grantees Continuous Service
on each Vesting Date set forth above (each, a Vesting Date), in each case, as set forth
on the first page of this Agreement under the heading Vesting of Awarded Shares, as follows:
(a) thirty-three and one-third percent (33 1/3%) of the Awarded Shares will vest on the first
Vesting Date;
(b) an additional thirty-three and one-third percent (33 1/3%) of the Awarded Shares will vest
on the second Vesting Date; and
(c) the remaining thirty-three and one-third percent (33 1/3%) of the Awarded Shares will vest
on the third 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. 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 Committee, except the final installment, which will be
for the balance of the Awarded Shares.
4. CONDITIONS OF FORFEITURE.
(a) Upon any termination of Grantees Continuous Service (the Termination Date) for
any reason except (i) as a result of Grantees not being nominated for or elected to a new term as
a Director or (ii) Grantees resignation at the request and for the convenience of the Board other
than for Cause (as defined in Section 4(b) of this Agreement) 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 Grantees 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
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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 Grantees Continuous Service, (ii) on the
termination of Grantees Continuous Service as a result of not being nominated for or elected to a
new term as a Director, or (iii) on Grantees resignation as a Director at the request and for the
convenience of the Board other than for Cause. In addition, the Unvested Awarded Shares shall
become vested earlier than the times otherwise provided in this Agreement in accordance with the
provisions of Section 11(c) of the Plan relating to a Change in Control event. For purposes of
this Agreement, Cause for termination by the Board of Grantees Continuous Service shall
mean (i) Grantees willful, material and irreparable breach of any agreement that governs the terms
and conditions of his or her service to the Company; (ii) Grantees breach of any fiduciary or
other material duty to the Company or its stockholders; (iii) Grantees gross negligence or gross
incompetence in the performance or intentional nonperformance (continuing for ten days after
receipt of written notice of such negligence) of any of Grantees material duties and
responsibilities; (iv) Grantees dishonesty, fraud or misconduct with respect to the business or
affairs of the Company or an Affiliate; (v) Grantees conviction of a felony crime; or (vi) chronic
alcohol abuse or illegal drug abuse by Grantee.
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 (i) a gratuitous
transfer with the prior written consent of the Committee or (ii) a transfer of title effected
pursuant to Grantees will or the laws of descent and distribution following Grantees death.
References to Grantee, to the extent relevant in the context, shall include references to
authorized transferees. The rights of any authorized transferee with respect to the transferred
Awarded Shares are subject to all of the restrictions applicable to the Awarded Shares during the
period that such shares are Unvested Awarded Shares. 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 Companys receipt of consideration, the Unvested Awarded 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 may be entitled by reason
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of Grantees 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. Grantee acknowledges that the tax consequences associated with the
Award are complex and that the Company has urged Grantee to review with Grantees 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 Grantees 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 subject matter hereof
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
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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 Partys 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 action, suit 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. NON-SOLICITATION. In consideration for the grant of this Award, Grantee hereby
agrees that during Grantees 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.
14. CREDITING PAR VALUE. In connection with the issuance of the Awarded Shares
pursuant to this Agreement and as a result of the Parties expectations of Grantees performance of
future services for the Company or an Affiliate, the Company will transfer from surplus to stated
capital the aggregate par value of the Awarded Shares.
15. 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.
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16. NOTICE. Any notice or 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 16.
| QUANTA SERVICES, INC. | ||||||
| By: | ||||||
| Title: | ||||||
| Address: | ||||||
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 GRANTEES
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 GRANTEES 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 tax and legal 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.
DATED:
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SIGNED: | |||||||
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| Address: | ||||||||
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