Exhibit 10.1
AMENDMENT NO. 1
TO
SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 to Second Amended and Restated Employment Agreement dated effective May
21, 2003 (the “Agreement”), by and between Quanta Services, Inc., a Delaware corporation
(“Employer”), and John R. Colson (“Employee”), is hereby entered into this 6th day
of November, 2008.
WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder (collectively, “Section 409A”) require that payments of nonqualified
deferred compensation to “specified employees” be delayed for six months from “separation from
service” (as those terms are defined under Section 409A);
WHEREAS, Employee is currently identified as a “specified employee” in accordance with
Section 409A;
WHEREAS, the Agreement provides for the payment of certain severance benefits upon termination
of service, which may be considered nonqualified deferred compensation subject to Section 409A; and
WHEREAS, Employer and Employee desire to amend the terms of the Agreement to comply with
Section 409A.
NOW, THEREFORE, Employer and Employee agree as follows:
1. A new paragraph (f) is added to Section 6 of the Agreement to read as follows:
“(f) Compliance with Section 409A of the Code. Notwithstanding any
other provision to the contrary, if the Compensation Committee of the Board of
Directors of the Employer (the “Committee”) determines in its discretion
that severance payments due under this Agreement constitute “nonqualified deferred
compensation” subject to Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), and that the Employee is a “specified employee” as
defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other
guidance issued thereunder, then such severance payments shall commence on the first
payroll date of the seventh month following the month in which the Employee’s
termination occurs (with the first such payment being a lump sum equal to the
aggregate severance payments the Employee would have received during the prior
six-month period if no such delay had been imposed). For purposes of this
Agreement, whether the Employee is a “specified employee” will be determined in
accordance with the written procedures adopted by the Committee which are
incorporated by reference herein.”
- 1 -