{"id":38437,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2001-stock-incentive-plan-quanta-services-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2001-stock-incentive-plan-quanta-services-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2001-stock-incentive-plan-quanta-services-inc.html","title":{"rendered":"2001 Stock Incentive Plan &#8211; Quanta Services Inc."},"content":{"rendered":"<pre>                              QUANTA SERVICES, INC.\n                            2001 STOCK INCENTIVE PLAN\n\n         1. AMENDMENT AND RESTATEMENT. The Quanta Services, Inc. Amended and\nRestated 1997 Stock Option Plan is amended and restated as set forth herein as\nthe \"Quanta Services, Inc. 2001 Stock Incentive Plan\", effective as of\nMay 23, 2001 (the \"Effective Date\"). Options granted under the Plan prior to\nthe Effective Date shall be subject to the terms and conditions of the Plan in\neffect with respect to such Options prior to the Effective Date and Options\ngranted after the Effective Date shall be subject to the terms and conditions of\nthe Plan as set forth herein, as it may be amended from time to time.\n\n         2. PURPOSE. The purposes of the Plan are to attract and retain for the\nCompany and its Affiliates the best available personnel, to provide additional\nincentive to Employees, Directors and Consultants and to increase their interest\nin the Company's welfare, and to promote the success of the business of the\nCompany and its Affiliates.\n\n         3. DEFINITIONS. As used herein, unless the context requires otherwise,\nthe following terms shall have the meanings indicated below:\n\n         (a) \"Affiliate\" means (i) any corporation, partnership or other entity\nwhich owns, directly or indirectly, a majority of the voting equity securities\nof the Company, (ii) any corporation, partnership or other entity of which a\nmajority of the voting equity securities or equity interest is owned, directly\nor indirectly, by the Company, and (iii) with respect to an Option that is\nintended to be an Incentive Stock Option, (A) any \"parent corporation\" of the\nCompany, as defined in Section 424(e) of the Code or (B) any \"subsidiary\ncorporation\" of the Company as defined in Section 424(f) of the Code, any other\nentity that is taxed as a corporation under Section 7701(a)(3) of the Code and\nis a member of the \"affiliated group\" as defined in Section 1504(a) of the Code\nof which the Company is the common parent, and any other entity as may be\npermitted from time to time by the Code or by the Internal Revenue Service to be\nan employer of Employees to whom Incentive Stock Options may be granted;\nprovided, however, that in each case the Affiliate must be consolidated in the\nCompany's financial statements.\n\n         (b) \"Award\" means any right granted under the Plan, including an Option\nand a Restricted Stock Award, whether granted singly or in combination, to a\nGrantor pursuant to the terms, conditions and limitations that the Committee may\nestablish in order to fulfill the objectives of the Plan.\n\n         (c) \"Board\" means the Board of Directors of the Company.\n\n         (d) \"Change in Control\" has the meaning set forth in Section 11(c).\n\n         (e) \"Chief Executive Officer\" means the individual serving at any\nrelevant time as the chief executive officer of the Company.\n\n\n   2\n\n\n         (f) \"Code\" means the Internal Revenue Code of 1986, as amended, and any\nsuccessor statute. Reference in the Plan to any section of the Code shall be\ndeemed to include any amendments or successor provisions to such section and any\nTreasury regulations promulgated under such section.\n\n         (g) \"Committee\" means the committee, as constituted from time to time,\nof the Board that is appointed by the Board to administer the Plan; provided,\nhowever, that while the Common Stock is publicly traded, the Committee shall be\na committee of the Board consisting solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, and\/or solely of two or more\nNon-Employee Directors, in accordance with Rule 16b-3, as necessary in each case\nto satisfy such requirements with respect to Awards granted under the Plan.\nWithin the scope of such authority, the Committee may (i) delegate to a\ncommittee of one or more members of the Board who are not Outside Directors the\nauthority to grant Options to eligible persons who are either (A) not then\nCovered Employees and are not expected to be Covered Employees at the time of\nrecognition of income resulting from such Options or (B) not persons with\nrespect to whom the Company wishes to comply with Section 162(m) of the Code\nand\/or (ii) delegate to a committee of one or more members of the Board who are\nnot Non-Employee Directors the authority to grant Options to eligible persons\nwho are not then subject to Section 16 of the Exchange Act. Notwithstanding the\nforegoing provisions, the Chief Executive Officer has the authority to grant\nNon-Qualified Stock Options to certain Employees, as described in Section 6 of\nthis Plan.\n\n         (h) \"Common Stock\" means the Common Stock, $0.0001 par value per share,\nof the Company or the common stock that the Company may in the future be\nauthorized to issue (as long as the common stock varies from that currently\nauthorized, if at all, only in amount of par value).\n\n         (i) \"Company\" means Quanta Services, Inc., a Delaware corporation.\n\n         (j) \"Consultant\" means any person (other than an Employee or a\nDirector, solely with respect to rendering services in such person's capacity as\na Director) who is engaged by the Company or any Affiliate to render consulting\nor advisory services to the Company or such Affiliate and who is a \"consultant\nor advisor\" within the meaning of Rule 701 promulgated under the Securities Act\nor Form S-8 promulgated under the Securities Act.\n\n         (k) \"Continuous Service\" means that the provision of services to the\nCompany or an Affiliate in any capacity of Employee, Director or Consultant is\nnot interrupted or terminated. Except as otherwise provided in the Option\nAgreement, service shall not be considered interrupted or terminated for this\npurpose in the case of (i) any approved leave of absence, (ii) transfers among\nthe Company, any Affiliate, or any successor, in any capacity of Employee,\nDirector or Consultant, or (iii) any change in status as long as the individual\nremains in the service of the Company or an Affiliate in any capacity of\nEmployee, Director or Consultant. An approved leave of absence shall include\nsick leave, military leave, or any other authorized personal leave. For purposes\nof each Incentive Stock Option, if such leave exceeds ninety (90) days, and\nre-employment upon expiration of such leave is not guaranteed by statute or\ncontract, \n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 2\n\n   3\n\n\nthen the Incentive Stock Option shall be treated as a Non-Qualified Stock Option\non the day that is three (3) months and one (1) day following the expiration of\nsuch ninety (90)-day period.\n\n         (l) \"Covered Employee\" means the Chief Executive Officer and the four\nother most highly compensated officers of the Company for whom total\ncompensation is required to be reported to shareholders under Regulation S-K, as\ndetermined for purposes of Section 162(m) of the Code.\n\n         (m) \"Director\" means a member of the Board or the board of directors of\nan Affiliate.\n\n         (n) \"Disability\" means the \"disability\" of a person as defined in a\nthen effective long-term disability plan maintained by the Company that covers\nsuch person, or if such a plan does not exist at any relevant time, \"Disability\"\nmeans the permanent and total disability of a person within the meaning of\nSection 22(e)(3) of the Code. For purposes of determining the time during which\nan Incentive Stock Option may be exercised under the terms of an Option\nAgreement, \"Disability\" means the permanent and total disability of a person\nwithin the meaning of Section 22(e)(3) of the Code. Section 22(e)(3) of the Code\nprovides that an individual is totally and permanently disabled if he is unable\nto engage in any substantial gainful activity by reason of any medically\ndeterminable physical or mental impairment which can be expected to result in\ndeath or which has lasted or can be expected to last for a continuous period of\nnot less than twelve (12) months.\n\n         (o) \"Employee\" means any person, including an Officer or Director, who\nis employed, within the meaning of Section 3401 of the Code, by the Company or\nan Affiliate. The provision of compensation by the Company or an Affiliate to a\nDirector solely with respect to such individual rendering services in the\ncapacity of a Director, however, shall not be sufficient to constitute\n\"employment\" by the Company or that Affiliate.\n\n         (p) \"Exchange Act\" means the Securities Exchange Act of 1934, as\namended, and any successor statute. Reference in the Plan to any section of the\nExchange Act shall be deemed to include any amendments or successor provisions\nto such section and any rules and regulations relating to such section.\n\n         (q) \"Fair Market Value\" means, as of any date, the value of the Common\nStock determined as follows:\n\n                  (i) If the Common Stock is listed on any established stock\n         exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap\n         Market, the Fair Market Value of a share of Common Stock shall be the\n         closing sales price for such a share of Common Stock (or the closing\n         bid, if no sales were reported) as quoted on such exchange or market\n         (or the exchange or market with the greatest volume of trading in the\n         Common Stock) on the day of determination (or if no such price or bid\n         is reported on that day, on last market trading day prior to the day of\n         determination), as reported in The Wall Street Journal or such other\n         source as the Committee deems reliable.\n\n                  (ii) In the absence of any such established markets for the\n         Common Stock, the Fair Market Value shall be determined in good faith\n         by the Committee.\n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 3\n\n   4\n\n         (r) \"Grantee\" means an Employee, Director or Consultant to whom an\nAward has been granted under the Plan, including an Option.\n\n         (s) \"Incentive Stock Option\" means an Option granted to an Employee\nunder the Plan that meets the requirements of Section 422 of the Code.\n\n         (t) \"Non-Employee Director\" means a Director of the Company who either\n(i) is not an Employee or Officer, does not receive compensation (directly or\nindirectly) from the Company or an Affiliate in any capacity other than as a\nDirector (except for an amount as to which disclosure would not be required\nunder Item 404(a) of Regulation S-K), does not possess an interest in any other\ntransaction as to which disclosure would be required under Item 404(a) of\nRegulation S-K and is not engaged in a business relationship as to which\ndisclosure would be required under Item 404(b) of Regulation S-K or (ii) is\notherwise considered a \"non-employee director\" for purposes of Rule 16b-3.\n\n         (u) \"Non-Qualified Stock Option\" means an Option granted under the Plan\nthat is not intended to be an Incentive Stock Option.\n\n         (v) \"Officer\" means a person who is an \"officer\" of the Company or any\nAffiliate within the meaning of Section 16 of the Exchange Act (whether or not\nthe Company is subject to the requirements of the Exchange Act).\n\n         (w) \"Option\" means a stock option granted pursuant to the Plan to\npurchase a specified number of shares of Common Stock, whether granted as an\nIncentive Stock Option or as a Non-Qualified Stock Option.\n\n         (x) \"Option Agreement\" means the written agreement evidencing the grant\nof an Option executed by the Company and the Optionee, including any amendments\nthereto.\n\n         (y) \"Optionee\" means an individual to whom an Option has been granted\nunder the Plan.\n\n         (z) \"Outside Director\" means a Director of the Company who either (i)\nis not a current employee of the Company or an \"affiliated corporation\" (within\nthe meaning of the Treasury regulations promulgated under Section 162(m) of the\nCode), is not a former employee of the Company or an \"affiliated corporation\"\nreceiving compensation for prior services (other than benefits under a tax\nqualified pension plan), has not been an officer of the Company or an\n\"affiliated corporation\" at any time and is not currently receiving (within the\nmeaning of the Treasury regulations promulgated under Section 162(m) of the\nCode) direct or indirect remuneration from the Company or an \"affiliated\ncorporation\" for services in any capacity other than as a Director, or (ii) is\notherwise considered an \"outside director\" for purposes of Section 162(m) of the\nCode.\n\n         (aa) \"Plan\" means this Quanta Services, Inc. 2001 Stock Incentive Plan,\nas set forth herein and as it may be amended from time to time. Immediately\nprior to the Effective Date of this amendment and restatement, the Plan was\nknown as the \"Quanta Services, Inc. Amended and Restated 1997 Stock Option\nPlan\".\n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 4\n\n   5\n\n\n         (bb) \"Qualifying Shares\" means shares of Common Stock which either (i)\nhave been owned by the Grantee for more than six (6) months and have been \"paid\nfor\" within the meaning of Rule 144 promulgated under the Securities Act, or\n(ii) were obtained by the Grantee in the public market.\n\n         (cc) \"Regulation S-K\" means Regulation S-K promulgated under the\nSecurities Act, as it may be amended from time to time, and successor to\nRegulation S-K. Reference in the Plan to any item of Regulation S-K shall be\ndeemed to include any amendments or successor provisions to such item.\n\n         (dd) \"Restriction Period\" means the period during which the Common\nStock under a Restricted Stock Award is nontransferable and subject to\n\"Forfeiture Restrictions\" as defined in Section 11(a) of this Plan and set forth\nin the related Restricted Stock Agreement.\n\n         (ee) \"Restricted Stock Agreement\" means the written agreement\nevidencing the grant of a Restricted Stock Award executed by the Company and the\nGrantee, including any amendments thereto. Each Restricted Stock Agreement shall\nbe subject to the terms and conditions of the Plan.\n\n         (ff) \"Restricted Stock Award\" means an Award granted under Section 11\nof this Plan of shares of Common Stock issued to the Grantee for such\nconsideration, if any, and subject to such restrictions on transfer, rights of\nfirst refusal, repurchase provisions, forfeiture provisions and other terms and\nconditions as are established by the Committee.\n\n         (gg) \"Rule 16b-3\" means Rule 16b-3 promulgated under the Exchange Act,\nas it may be amended from time to time, and any successor to Rule 16b-3.\n\n         (hh) \"Section\" means a section of the Plan unless otherwise stated or\nthe context otherwise requires.\n\n         (ii) \"Securities Act\" means the Securities Act of 1933, as amended, and\nany successor statute. Reference in the Plan to any section of the Securities\nAct shall be deemed to include any amendments or successor provisions to such\nsection and any rules and regulations relating to such section.\n\n         (jj) \"Stock\" means (i) the Common Stock, (ii) limited vote common\nstock, par value $.00001 per share, of the Company, and (iii) Common Stock into\nwhich the outstanding shares of the Company's Series A Preferred Stock, par\nvalue $.00001 per share, are convertible.\n\n         (kk) \"Ten Percent Shareholder\" means a person who owns (or is deemed to\nown pursuant to Section 424(d) of the Code) at the time an Option is granted\nstock possessing more than ten percent (10%) of the total combined voting power\nof all classes of stock of the Company or of any of its Affiliates.\n\n         4. INCENTIVE AWARDS AVAILABLE UNDER THE PLAN. Awards granted under this\nPlan may be (a) Incentive Stock Options, (b) Non-Qualified Stock Options, and\n(c) Restricted Stock Awards.\n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 5\n\n   6\n\n\n         5. SHARES SUBJECT TO PLAN. Subject to adjustment pursuant to Section\n11(a) hereof, the total amount of Common Stock with respect to which Awards may\nbe granted under the Plan shall not exceed the greater of (i) 3,571,275 shares\nand (ii) 15 percent of the total number of shares of Stock, determined at the\ntime of a particular Award, outstanding or reserved for issuance upon the\nconversion of the Company's Series A Preferred Stock, par value $.00001 per\nshare from time to time. Notwithstanding the foregoing, the total amount of\nCommon Stock with respect to which Incentive Stock Options may be granted under\nthe Plan shall not exceed 3,571,275 shares (subject to adjustment pursuant to\nSection 11(a) hereof. Any shares of Common Stock covered by an Award (or a\nportion of an Award) that is forfeited or canceled, or that expires shall be\ndeemed not to have been issued for purposes of determining the maximum aggregate\nnumber of shares of Common Stock which may be issued under the Plan and shall\nagain be available for Awards under the Plan. At all times during the term of\nthe Plan, the Company shall reserve and keep available such number of shares of\nCommon Stock as will be required to satisfy the requirements of outstanding\nAwards under the Plan. Nothing in this Section 5 shall impair the right of the\nCompany to reduce the number of outstanding shares of Common Stock pursuant to\nrepurchases, redemptions, or otherwise; provided, however, that no reduction in\nthe number of outstanding shares of Common Stock shall (a) impair the validity\nof any outstanding Award, whether or not that Award is fully exercisable or\nfully vested, or (b) impair the status of any shares of Common Stock previously\nissued pursuant to an Award as duly authorized, validly issued, fully paid, and\nnonassessable. The shares to be delivered under the Plan shall be made available\nfrom (a) authorized but unissued shares of Common Stock, (b) Common Stock held\nin the treasury of the Company, or (c) previously issued shares of Common Stock\nreacquired by the Company, including shares purchased on the open market, in\neach situation as the Committee may determine from time to time in its sole\ndiscretion.\n\n         6. ELIGIBILITY. Awards other than Incentive Stock Options may be\ngranted to Employees, Officers, Directors, and Consultants. Incentive Stock\nOptions may be granted only to Employees (including Officers and Directors who\nare also Employees), as limited by clause (iii) of Section 3(a). The Committee\nin its sole discretion shall select the recipients of Awards; provided, however,\nthat the Chief Executive Officer in his sole discretion may select the\nrecipients of Non-Qualified Stock Options if (i) such recipients are not\nOfficers, (ii) the aggregate number of shares of Common Stock subject to such\nOptions does not exceed 100,000 shares in any one calendar quarter, and (iii) no\nindividual may be granted an Option in any one calendar quarter to purchase more\nthan 20,000 shares of Common Stock. A Grantee may be granted more than one Award\nunder the Plan, and Awards may be granted at any time or times during the term\nof the Plan. The grant of an Award to an Employee, Officer, Director or\nConsultant shall not be deemed either to entitle that individual to, or to\ndisqualify that individual from, participation in any other grant of Awards\nunder the Plan.\n\n         7. LIMITATION ON INDIVIDUAL AWARDS. Subject to the provisions of\nSection 11(a), the maximum number of shares of Common Stock that may be subject\nto Awards granted to any one person under the Plan shall not exceed 1,500,000\nshares of Common Stock. The limitation set forth in the preceding sentence shall\nbe applied in a manner which will permit compensation generated under the Plan\nto constitute \"performance-based\" compensation for purposes of Section 162(m) of\nthe Code, including counting against such maximum number of shares, to the\nextent required under Section 162(m) of the Code and applicable interpretive\n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 6\n\n   7\n\n\nauthority thereunder, any shares of Common Stock subject to Options that are\ncanceled or repriced.\n\n         8. TERMS AND CONDITIONS OF OPTIONS. The Committee, and if applicable\npursuant to Section 6, the Chief Executive Officer, shall determine (a) whether\neach Option shall be granted as an Incentive Stock Option or a Non-Qualified\nStock Option and (b) the provisions, terms and conditions of each Option\nincluding, but not limited to, the vesting schedule, the number of shares of\nCommon Stock subject to the Option, the exercise price of the Option, the period\nduring which the Option may be exercised, repurchase provisions, forfeiture\nprovisions, methods of payment, and all other terms and conditions of the\nOption, subject to the following:\n\n         (a) Form of Option Grant. Each Option granted under the Plan shall be\nevidenced by a written Option Agreement in such form (which need not be the same\nfor each Optionee) as the Committee, or if applicable the Chief Executive\nOfficer, from time to time approves, but which is not inconsistent with the\nPlan, including any provisions that may be necessary to assure that any Option\nthat is intended to be an Incentive Stock Option will comply with Section 422 of\nthe Code.\n\n         (b) Date of Grant. The date of grant of an Option will be the date on\nwhich the Committee, or if applicable the Chief Executive Officer, makes the\ndetermination to grant such Option unless otherwise specified by the Committee.\nThe Option Agreement evidencing the Option will be delivered to the Optionee\nwith a copy of the Plan and other relevant Option documents, within a reasonable\ntime after the date of grant.\n\n         (c) Exercise Price. The exercise price of a Non-Qualified Stock Option\nshall be not less than 85% of the Fair Market Value of the shares of Common\nStock on the date of grant of the Option. The exercise price of any Incentive\nStock Option shall be not less than 100% of the Fair Market Value of the shares\nof Common Stock on the date of grant of the Option. The exercise price of any\nIncentive Stock Option granted to a Ten Percent Shareholder shall not be less\nthan 110% of the Fair Market Value of the shares of Common Stock on the date of\ngrant of the Option.\n\n         (d) Exercise Period. Options shall be exercisable within the time or\ntimes or upon the event or events determined by the Committee and set forth in\nthe Option Agreement; provided, however, that no Option shall be exercisable\nafter the expiration of ten (10) years from the date of grant of the Option, and\nprovided further, that no Incentive Stock Option granted to a Ten Percent\nShareholder shall be exercisable after the expiration of five (5) years from the\ndate of grant of the Option.\n\n         (e) Limitations on Incentive Stock Options. The aggregate Fair Market\nValue (determined as of the date of grant of an Option) of Common Stock which\nany Employee is first eligible to purchase during any calendar year by exercise\nof Incentive Stock Options granted under the Plan and by exercise of incentive\nstock options (within the meaning of Section 422 of the Code) granted under any\nother incentive stock option plan of the Company or an Affiliate shall not\nexceed $100,000. If the Fair Market Value of stock with respect to which all\nincentive\n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 7\n\n   8\n\n\nstock options described in the preceding sentence held by any one Optionee are\nexercisable for the first time by such Optionee during any calendar year exceeds\n$100,000, the Options (that are intended to be Incentive Stock Options on the\ndate of grant thereof) for the first $100,000 worth of shares of Common Stock to\nbecome exercisable in such year shall be deemed to constitute incentive stock\noptions within the meaning of Section 422 of the Code and the Options (that are\nintended to be Incentive Stock Options on the date of grant thereof) for the\nshares of Common Stock in the amount in excess of $100,000 that become\nexercisable in that calendar year shall be treated as Non-Qualified Stock\nOptions. If the Code or the Treasury regulations promulgated thereunder are\namended after the effective date of the Plan to provide for a different limit\nthan the one described in this Section 8(e), such different limit shall be\nincorporated herein and shall apply to any Options granted after the effective\ndate of such amendment.\n\n         (f) Transferability of Options. Options granted under the Plan, and any\ninterest therein, shall not be transferable or assignable by the Optionee, and\nmay not be made subject to execution, attachment or similar process, otherwise\nthan by will or by the laws of descent and distribution, and shall be\nexercisable during the lifetime of the Optionee only by the Optionee; provided,\nthat the Optionee may, however, designate persons who or which may exercise his\nOptions following his death. Notwithstanding the preceding sentence,\nNon-Qualified Stock Options may be transferred to such family members, family\nmember trusts and charitable institutions as the Committee, in its sole\ndiscretion, may provide for at the date of the grant of such Option in the\nOptionee's Option Agreement.\n\n         (g) Acquisitions and Other Transactions. The Committee may, from time\nto time, assume outstanding options granted by another entity, whether in\nconnection with an acquisition of such other entity or otherwise, by either (i)\ngranting an Option under the Plan in replacement of or in substitution for the\noption assumed by the Company, or (ii) treating the assumed option as if it had\nbeen granted under the Plan if the terms of such assumed option could be applied\nto an Option granted under the Plan. Such assumption shall be permissible if the\nholder of the assumed option would have been eligible to be granted an Option\nhereunder if the other entity had applied the rules of this Plan to such grant.\nThe Committee also may grant Options under the Plan in settlement of or\nsubstitution for, outstanding options or obligations to grant future options in\nconnection with the Company or an Affiliate acquiring another entity, an\ninterest in another entity or an additional interest in an Affiliate whether by\nmerger, stock purchase, asset purchase or other form of transaction.\nNotwithstanding the foregoing provisions of this Section 8, in the case of an\nOption issued or assumed pursuant to this Section 8(g), the exercise price for\nthe Option shall be determined in accordance with the principles of Section\n424(a) of the Code and the Treasury regulations promulgated thereunder.\n\n         (h) Grants of Options to Non-Employee Directors. In addition to any\nother Non-Qualified Stock Options that the Committee may in its discretion grant\nto Non-Employee Directors, each individual who is elected or appointed to become\na new, first-time Non-Employee Director during the term of the Plan and agrees\nto become a Non-Employee Director as a result of such election or appointment\nshall receive, without the exercise of the discretion of any person, a\nNon-Qualified Stock Option to purchase 15,000 shares of Common Stock on the\neffective date of such election or appointment (subject to adjustment pursuant\nto Section 11(a) hereof). In addition, on the day after each annual meeting of\nthe Company's stockholders, each\n\n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 8\n\n   9\n\n\nperson who is a continuing Non-Employee Director on any such date and who has\nbeen a Non-Employee Director for at least six months as of such date shall\nreceive, without the exercise of the discretion of any person, a Non-Qualified\nStock Option to purchase of 7,500 shares of Common Stock (subject to adjustment\npursuant to Section 11(a) hereof). In the event that there are not sufficient\nshares available under the Plan to allow for the grant to each Non-Employee\nDirector of a Non-Qualified Stock Option for the number of shares provided for\nin this Section 8(h), each Non-Employee Director shall receive a Non-Qualified\nStock Option for his pro rata share of the total number of shares of Common\nStock available under the Plan. The exercise price of each share of Common Stock\nsubject to an Option granted to a Non-Employee Director shall equal the Fair\nMarket Value of a share of Common Stock on the date such Option is granted. Each\nOption granted to a Non-Employee Director shall become exercisable six months\nfrom, the date the Grantee becomes a Non-Employee Director and shall have a term\nof ten (10) years from the date the Option is granted. Notwithstanding the\nexercise period of any Option granted to a Non-Employee Director, all such\nOptions shall immediately become exercisable upon (i) the death of a\nNon-Employee Director while serving as such or (ii) a Change in Control.\n\n         9. EXERCISE OF OPTIONS.\n\n         (a) Notice. Options may be exercised only by delivery to the Company of\na written exercise agreement approved by the Committee (which need not be the\nsame for each Optionee), stating the number of shares of Common Stock being\npurchased, the restrictions imposed on the shares of Common Stock, if any, and\nsuch representations and agreements regarding the Optionee's investment intent\nand access to information and other matters, if any, as may be required by the\nCompany to comply with applicable securities laws, or as may be deemed\nappropriate by the Company in connection with the issuance of shares of Common\nStock upon exercise of the Option, together with payment in full of the exercise\nprice for the number of shares of Common Stock being purchased. Such exercise\nagreement may be part of an Optionee's Option Agreement.\n\n         (b) Early Exercise. An Option Agreement may, but need not, include a\nprovision that permits the Optionee to elect at any time while an Employee,\nDirector or Consultant, to exercise any part or all of the Option prior to full\nvesting of the Option. Any unvested shares of Common Stock received pursuant to\nsuch exercise may be subject to a repurchase right in favor of the Company or an\nAffiliate or to any other restriction the Committee, or if applicable the Chief\nExecutive Officer, determines to be appropriate\n\n         (c) Payment. Payment for the shares of Common Stock to be purchased\nupon exercise of an Option may be made in cash (by check) or, where approved by\nthe Committee in its sole discretion at the date of grant and stated in the\nOption Agreement and where permitted by law: (i) if a public market for the\nCommon Stock exists, through a \"same day sale\" commitment from the Optionee and\na broker-dealer that is a member of the National Association of Securities\nDealers, Inc. (an \"NASD Dealer\") whereby the Optionee irrevocably elects to\nexercise the Option and to sell a portion of the shares of Common Stock so\npurchased to pay for the exercise price and whereby the NASD Dealer irrevocably\ncommits upon receipt of such shares of Common Stock to forward the exercise\nprice directly to the Company; (ii) if a public market for the Common Stock\nexists, through a \"margin\" commitment from the Optionee and an NASD \n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 9\n\n   10\n\n\nDealer whereby the Optionee irrevocably elects to exercise the Option and to\npledge the shares of Common Stock so purchase to the NASD Dealer in a margin\naccount as security for a loan from the NASD Dealer in the amount of the\nexercise price, and whereby the NASD Dealer irrevocably commits upon receipt of\nsuch shares of Common Stock to forward the exercise price directly to the\nCompany; (iii) by surrender for cancellation of Qualifying Shares at the Fair\nMarket Value per share at the time of exercise (provided that such surrender\ndoes not result in an accounting charge for the Company); (iv) by delivery of\nthe Optionee's promissory note with such recourse, interest, security,\nredemption and other provisions as the Committee may require; or (v) by any\ncombination of the foregoing. No shares of Common Stock may be issued until full\npayment of the purchase price therefor has been made.\n\n         (d) Withholding Taxes. The Committee may establish such rules and\nprocedures as it considers desirable in order to satisfy any obligation of the\nCompany to withhold the statutory prescribed minimum amount of federal or state\nincome taxes or other taxes with respect to the exercise of any Option granted\nunder the Plan. Prior to issuance of the shares of Common Stock upon exercise of\nan Option, the Optionee shall pay or make adequate provision acceptable to the\nCommittee for the satisfaction of the statutory minimum prescribed amount of any\nfederal or state income or other tax withholding obligations of the Company, if\napplicable. Upon exercise of an Option, the Company shall withhold or collect\nfrom the Optionee an amount sufficient to satisfy such tax withholding\nobligations.\n\n         (e) Exercise of Option Following Termination of Continuous Service.\n\n                  (i) An Option may not be exercised after the expiration date\n         of such Option set forth in the Option Agreement and may be exercised\n         following the termination of an Optionee's Continuous Service only to\n         the extent provided in the Option Agreement.\n\n                  (ii) Where the Option Agreement permits an Optionee to\n         exercise an Option following the termination of the Optionee's\n         Continuous Service for a specified period, the Option shall terminate\n         to the extent not exercised on the last day of the specified period or\n         the last day of the original term of the Option, whichever occurs\n         first.\n\n                  (iii) Any Option designated as an Incentive Stock Option, to\n         the extent not exercised within the time permitted by law for the\n         exercise of Incentive Stock Options following the termination of an\n         Optionee's Continuous Service, shall convert automatically to a\n         Non-Qualified Stock Option and thereafter shall be exercisable as such\n         to the extent exercisable by its terms for the period specified in the\n         Option Agreement.\n\n                  (iv) The Committee shall have discretion to determine whether\n         the Continuous Service of an Optionee has terminated and the effective\n         date on which such Continuous Service terminates and whether the\n         Optionee's Continuous Service terminated as a result of the Disability\n         of the Optionee.\n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 10\n\n   11\n\n\n         (f) Limitations on Exercise.\n\n                  (i) The Committee, or if applicable the Chief Executive\n         Officer, may specify a reasonable minimum number of shares of Common\n         Stock or a percentage of the shares subject to an Option that may be\n         purchased on any exercise of an Option; provided, that such minimum\n         number will not prevent Optionee from exercising the full number of\n         shares of Common Stock as to which the Option is then exercisable.\n\n                  (ii) The obligation of the Company to issue any shares of\n         Common Stock pursuant to the exercise of any Option shall be subject to\n         the condition that such exercise and the issuance and delivery of such\n         shares pursuant thereto comply with the Securities Act, all applicable\n         state securities laws and the requirements of any stock exchange or\n         national market system upon which the shares of Common Stock may then\n         be listed or quoted, as in effect on the date of exercise. The Company\n         shall be under no obligation to register the shares of Common Stock\n         with the Securities and Exchange Commission or to effect compliance\n         with the registration, qualification or listing requirements of any\n         state securities laws or stock exchange or national market system, and\n         the Company shall have no liability for any inability or failure to do\n         so.\n\n                  (iii) As a condition to the exercise of an Option, the Company\n         may require the person exercising such Option to represent and warrant\n         at the time of any such exercise that the shares of Common Stock are\n         being purchased only for investment and without any present intention\n         to sell or distribute such shares of Common Stock if, in the opinion of\n         counsel for the Company, such a representation is required by any\n         securities or other applicable laws.\n\n         (g) Modification, Extension And Renewal of Options . The Committee\nshall have the power to modify, extend or renew outstanding Options and to\nauthorize the grant of new Options in substitution therefor, provided that\n(except as permitted by Section 11 of this Plan) any such action may not,\nwithout the written consent of any Optionee, impair any rights under any Option\npreviously granted to such Optionee. Any outstanding Incentive Stock Option that\nis modified, extended, renewed or otherwise altered will be treated in\naccordance with Section 424(h) of the Code.\n\n         (h) Privileges of Stock Ownership. No Optionee will have any of the\nrights of a shareholder with respect to any shares of Common Stock subject to an\nOption until such Option is properly exercised and the purchased shares are\nissued and delivered to the Optionee, as evidenced by an appropriate entry on\nthe books of the Company or of a duly authorized transfer agent of the Company.\nNo adjustment shall be made for dividends or distributions or other rights for\nwhich the record date is prior to such date of issuance and delivery, except as\nprovided in the Plan.\n\n         10. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS. Each Restricted\nStock Agreement shall be in such form and shall contain such terms and\nconditions as the Committee shall deem appropriate. The terms and conditions of\nsuch Restricted Stock Agreements may change from time to time, and the terms and\nconditions of separate Restricted\n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 11\n\n   12\n\n\nStock Agreements need not be identical, but each such Restricted Stock Agreement\nshall be subject to the terms and conditions of this Section 10.\n\n         (a) Forfeiture Restrictions. Shares of Common Stock that are the\nsubject of a Restricted Stock Award shall be subject to restrictions on\ndisposition by the Grantee and to an obligation of the Grantee to forfeit and\nsurrender the shares to the Company under certain circumstances (the \"Forfeiture\nRestrictions\"). The Forfeiture Restrictions shall be determined by the Committee\nin its sole discretion, and the Committee may provide that the Forfeiture\nRestrictions shall lapse on the passage of time, the attainment of one or more\nperformance targets established by the Committee, or the occurrence of such\nother event or events determined to be appropriate by the Committee. The\nForfeiture Restrictions applicable to a particular Restricted Stock Award (which\nmay differ from any other such Restricted Stock Award) shall be stated in the\nRestricted Stock Agreement.\n\n         (b) Restricted Stock Awards. At the time any Restricted Stock Award is\ngranted under the Plan, the Company and the Grantee shall enter into a\nRestricted Stock Agreement setting forth each of the matters addressed in this\nSection 10 and such other matters as the Committee may determine to be\nappropriate. Shares of Common Stock awarded pursuant to a Restricted Stock Award\nshall be represented by a stock certificate registered in the name of the\nGrantee of such Restricted Stock Award. The Grantee shall have the right to\nreceive dividends with respect to the shares of Common Stock subject to a\nRestricted Stock Award, to vote the shares of Common Stock subject thereto and\nto enjoy all other stockholder rights with respect to the shares of Common Stock\nsubject thereto, except that, unless provided otherwise in the Restricted Stock\nAgreement, (i) the Grantee shall not be entitled to delivery of the shares of\nCommon Stock certificate until the Forfeiture Restrictions have expired, (ii)\nthe Company or an escrow agent shall retain custody of the shares of Common\nStock until the Forfeiture Restrictions have expired, (iii) the Grantee may not\nsell, transfer, pledge, exchange, hypothecate or otherwise dispose of the shares\nof Common Stock until the Forfeiture Restrictions have expired, and (iv) a\nbreach of the terms and conditions established by the Committee pursuant to the\nRestricted Stock Agreement shall cause a forfeiture of the Restricted Stock\nAward. At the time of such Award, the Committee may, in its sole discretion,\nprescribe additional terms, conditions or restrictions relating to Restricted\nStock Award, including rules pertaining to the termination of the Grantee's\nContinuous Service (by retirement, Disability, death or otherwise) prior to\nexpiration of the Forfeiture Restrictions. Such additional terms, conditions or\nrestrictions shall also be set forth in a Restricted Stock Agreement made in\nconnection with the Restricted Stock Award.\n\n         (c) Rights and Obligations of Grantee. One or more stock certificates\nrepresenting shares of Common Stock, free of Forfeiture Restrictions, shall be\ndelivered to the Grantee promptly after, and only after, the Forfeiture\nRestrictions have expired. Each Restricted Stock Agreement shall require that\n(i) the Grantee, by his or her acceptance of the Restricted Stock Award, shall\nirrevocably grant to the Company a power of attorney to transfer any shares so\nforfeited to the Company and agrees to execute any documents requested by the\nCompany in connection with such forfeiture and transfer, and (ii) such\nprovisions regarding transfers of forfeited shares of Common Stock shall be\nspecifically performable by the Company in a court of equity or law.\n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 12\n\n   13\n\n\n         (d) Restriction Period. The Restriction Period for a Restricted Stock\nAward shall commence on the date of grant of the Restricted Stock Award and,\nunless otherwise established by the Committee and stated in the Restricted Stock\nAward Agreement, shall expire upon satisfaction of the conditions set forth in\nthe Restricted Stock Agreement pursuant to which the Forfeiture Restrictions\nwill lapse.\n\n         (e) Securities Restrictions. The Committee may impose other conditions\non any shares of Common Stock subject to a Restricted Stock Award as it may deem\nadvisable, including (i) restrictions under applicable state or federal\nsecurities laws, and (ii) the requirements of any stock exchange or national\nmarket system upon which shares of Common Stock are then listed or quoted.\n\n         (f) Payment for Restricted Stock. The Committee shall determine the\namount and form of any payment for shares of Common Stock received pursuant to a\nRestricted Stock Award; provided, that in the absence of such a determination,\nthe Grantee shall not be required to make any payment for shares of Common Stock\nreceived pursuant to a Restricted Stock Award, except to the extent otherwise\nrequired by law.\n\n         (g) Forfeiture of Restricted Stock. Subject to the provisions of the\nparticular Restricted Stock Agreement, on termination of the Grantee's\nContinuous Service during the Restriction Period, the shares of Common Stock\nsubject to the Restricted Stock Award shall be forfeited by the Grantee. Upon\nany forfeiture, all rights of the Grantee with respect to the forfeited shares\nof the Common Stock subject to the Restricted Stock Award shall cease and\nterminate, without any further obligation on the part of the Company, except\nthat if so provided in the Restricted Stock Agreement applicable to the\nRestricted Stock Award, the Company shall repurchase each of the shares of\nCommon Stock forfeited for the purchase price per share paid by the Grantee. The\nCommittee will have discretion to determine whether the Continuous Service of a\nGrantee has terminated and the date on which such Continuous Service terminates\nand whether the Grantee's Continuous Service terminated as a result of the\nDisability of the Grantee.\n\n         (h) Lapse of Forfeiture Restrictions in Certain Events; Committee's\nDiscretion. Notwithstanding the provisions of Section 10(g) or any other\nprovision in the Plan to the contrary, the Committee may, in its discretion and\nas of a date determined by the Committee, fully vest any or all Common Stock\nawarded to the Grantee pursuant to a Restricted Stock Award, and upon such\nvesting, all Forfeiture Restrictions applicable to such Restricted Stock Award\nshall lapse or terminate. Any action by the Committee pursuant to this Section\n10(h) may vary among individual Grantees and may vary among the Restricted Stock\nAwards held by any individual Grantee. Notwithstanding the preceding provisions\nof this Section 10(h), the Committee may not take any action described in this\nSection 10(h) with respect to a Restricted Stock Award that has been granted to\na Covered Employee if such Award has been designed to meet the exception for\nperformance-based compensation under Section 162(m) of the Code.\n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 13\n\n   14\n\n\n         11. ADJUSTMENT UPON CHANGES IN CAPITALIZATION AND CORPORATE EVENTS.\n\n         (a) Capital Adjustments. The number of shares of Common Stock (i)\ncovered by each outstanding Award granted under the Plan, the exercise or\npurchase price of such outstanding Award, and any other terms of the Award that\nthe Committee determines requires adjustment and (ii) available for issuance\nunder Sections 5, 7 and 8(h) shall be adjusted to reflect, as deemed appropriate\nby the Committee, any increase or decrease in the number of shares of Common\nStock resulting from a stock dividend, stock split, reverse stock split,\ncombination, reclassification or similar change in the capital structure of the\nCompany without receipt of consideration, subject to any required action by the\nBoard or the shareholders of the Company and compliance with applicable\nsecurities laws; provided, however, that a fractional share will not be issued\nupon exercise of any Award, and either (i) any fraction of a share of Common\nStock that would have resulted will be cashed out at Fair Market Value or (ii)\nthe number of shares of Common Stock issuable under the Award will be rounded up\nto the nearest whole number, as determined by the Committee. Except as the\nCommittee determines, no issuance by the Company of shares of capital stock of\nany class, or securities convertible into shares of capital stock of any class,\nshall affect, and no adjustment by reason hereof shall be made with respect to,\nthe number or price of shares of Common Stock subject to an Award.\n\n         (b) Dissolution or Liquidation. The Committee shall notify the Grantee\nat least twenty (20) days prior to any proposed dissolution or liquidation of\nthe Company. Unless provided otherwise in an individual Option Agreement or\nRestricted Stock Agreement or in a then-effective written employment agreement\nbetween the Grantee and the Company or an Affiliate, to the extent that an Award\nhas not been previously exercised, the Company's repurchase rights relating to\nan Award have not expired or the Forfeiture Restrictions have not lapsed, any\nsuch Award that is an Option shall expire and any such Award that is a\nRestricted Stock Award shall be forfeited and the shares of Common Stock subject\nto such Award shall be returned to the Company, in each case, immediately prior\nto consummation of such dissolution or liquidation, such Award shall terminate\nimmediately prior to consummation of such dissolution or liquidation.\n\n         (c) Change in Control. If, during the effectiveness of the Plan (i) any\n\"person\" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)\nis or becomes the \"beneficial owner\" (as defined in Rule 13d-3 under the\nExchange Act), directly or indirectly, of securities of the Company representing\n50 percent or more of the combined voting power of the Company's then\noutstanding securities; (ii) as a result of, or in connection with, any tender\noffer or exchange offer, merger, or other business combination (a\n\"Transaction\"), the persons who were directors of the Company immediately before\nthe Transaction shall cease to constitute a majority of the Board of Directors\nof the Company or any successor to the Company; (iii) the Company is merged or\nconsolidated with another corporation and as a result of the merger or\nconsolidation less than 75 percent of the outstanding voting securities of the\nsurviving or resulting corporation shall then be owned in the aggregate by the\nformer stockholders of the Company; (iv) a tender offer or exchange offer is\nmade and consummated for the ownership of securities of the Company representing\n50 percent or more of the combined voting power of the Company's then\noutstanding voting securities; or (v) the Company transfers substantially all of\nits assets to another corporation which is not controlled by the Company (any\nsuch event described in this Section 11(c), a \"Change in Control\"), (A) each\nOption which is at the time outstanding under the Plan shall (1) except as\nprovided otherwise in an individual Option Agreement, automatically\n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 14\n\n   15\n\n\nbecome, subject to all other terms of the Option Agreement, fully vested and\nexercisable and be released from any repurchase or forfeiture rights,\nimmediately prior to the specified effective date of such Change in Control, for\nall of the shares of Common Stock at the time represented by such Option, and\n(2) notwithstanding any contrary terms in the Option Agreement (other than terms\nproviding for a specific exercise period following a Change in Control), expire\ntwenty (20) days after the Committee gives written notice to Optionees\nspecifying the terms and conditions of the acceleration of the Options, except\nas provided otherwise in a then-effective written employment agreement between\nthe Grantee and the Company or an Affiliate or as provided otherwise\nspecifically with respect to a Change in Control in an individual Option\nAgreement and (B) the Forfeiture Restrictions applicable to all outstanding\nRestricted Stock Awards shall lapse and shares of Common Stock subject to such\nRestricted Stock Awards shall be released from escrow, if applicable, and\ndelivered to the Grantees of the Awards free of any Forfeiture Restriction.\n\n         To the extent that an Optionee exercises his Option before or on the\neffective date of the Change in Control, the Company shall issue all Common\nStock purchased by exercise of that Option, and those shares of Common Stock\nshall be treated as issued and outstanding for purposes of the Change in\nControl.\n\n         12. STOCKHOLDER APPROVAL. The Company shall obtain the approval of the\nPlan by the Company's stockholders to the extent required to satisfy Section\n162(m) of the Code or to satisfy or comply with any applicable laws or the rules\nof any stock exchange or national market system on which the Common Stock may be\nlisted or quoted. No Award that is issued as a result of any increase in the\nnumber of shares of Common Stock authorized to be issued under the Plan may be\nexercised or forfeiture restrictions lapse prior to the time such increase has\nbeen approved by the stockholders of the Company, and all such Awards granted\npursuant to such increase will similarly terminate if such shareholder approval\nis not obtained.\n\n         13. ADMINISTRATION. This Plan shall be administered by the Committee.\nThe Committee shall interpret the Plan and any Awards granted pursuant to the\nPlan and shall prescribe such rules and regulations in connection with the\noperation of the Plan as it determines to be advisable for the administration of\nthe Plan. The Committee may rescind and amend its rules and regulations from\ntime to time. The interpretation by the Committee of any of the provisions of\nthis Plan or any Award granted under this Plan shall be final and binding upon\nthe Company and all persons having an interest in any Option or any shares of\nCommon Stock acquired pursuant to an Award.\n\n         14. EFFECT OF PLAN. Neither the adoption of the Plan nor any action of\nthe Board or the Committee shall be deemed to give any Employee, Director or\nConsultant any right to be granted an Award or any other rights except as may be\nevidenced by the Option Agreement or Restricted Stock Agreement, or any\namendment thereto, duly authorized by the Committee, or if applicable the Chief\nExecutive Officer, and executed on behalf of the Company, and then only to the\nextent and on the terms and conditions expressly set forth therein. The\nexistence of the Plan and the Awards granted hereunder shall not affect in any\nway the right of the Board, the Committee or the stockholders of the Company to\nmake or authorize any adjustment, recapitalization, reorganization or other\nchange in the Company's capital structure or its \n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 15\n\n   16\n\n\nbusiness, any merger or consolidation or other transaction involving the\nCompany, any issue of bonds, debentures, or shares of preferred stock ahead of\nor affecting the Common Stock or the rights thereof, the dissolution or\nliquidation of the Company or any sale or transfer of all or any part of the\nCompany's assets or business, or any other corporate act or proceeding by or for\nthe Company. Nothing contained in the Plan or in any Option Agreement,\nRestricted Stock Agreement, or in other related documents shall confer upon any\nEmployee, Director or Consultant any right with respect to such person's\nContinuous Service or interfere or affect in any way with the right of the\nCompany or an Affiliate to terminate such person's Continuous Service at any\ntime, with or without cause.\n\n         15. NO EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS. Except as\nspecifically provided in a retirement or other benefit plan of the Company or an\nAffiliate, Awards shall not be deemed compensation for purposes of computing\nbenefits or contributions under any retirement plan of the Company or an\nAffiliate, and shall not affect any benefits under any other benefit plan of any\nkind or any benefit plan subsequently instituted under which the availability or\namount of benefits is related to level of compensation. The Plan is not a\n\"Retirement Plan\" or \"Welfare Plan\" under the Employee Retirement Income\nSecurity Act of 1974, as amended.\n\n         16. AMENDMENT OR TERMINATION OF PLAN. The Board in its discretion may,\nat any time or from time to time after the date of adoption of the Plan,\nterminate or amend the Plan in any respect, including amendment of any form of\nOption Agreement, Restricted Stock Agreement, exercise agreement or instrument\nto be executed pursuant to the Plan; provided, however, to the extent necessary\nto comply with the Code, including Sections 162(m) and 422 of the Code, other\napplicable laws, or the applicable requirements of any stock exchange or\nnational market system, the Company shall obtain stockholder approval of any\nPlan amendment in such manner and to such a degree as required. No Award may be\ngranted after termination of the Plan. Any amendment or termination of the Plan\nshall not affect Awards previously granted, and such Awards shall remain in full\nforce and effect as if the Plan had not been amended or terminated, unless\nmutually agreed otherwise in a writing (including an Option Agreement or\nRestricted Stock Agreement) signed by the Grantee and the Company.\n\n         17. EFFECTIVE DATE AND TERM OF PLAN. The amendment and restatement of\nPlan as set forth herein shall become effective upon its adoption by the Board.\nIt shall continue in effect for a term of ten (10) years from December 22, 1997,\nthe original effective date of the Plan, unless sooner terminated by action of\nthe Board. Subject to the terms and conditions of the Plan, as amended and\nrestated herein, and applicable laws, Awards may be granted under the Plan upon\nits adoption.\n\n         18. SEVERABILITY AND REFORMATION. The Company intends all provisions of\nthe Plan to be enforced to the fullest extent permitted by law. Accordingly,\nshould a court of competent jurisdiction determine that the scope of any\nprovision of the Plan is too broad to be enforced as written, the court should\nreform the provision to such narrower scope as it determines to be enforceable.\nIf, however, any provision of the Plan is held to be wholly illegal, invalid, or\nunenforceable under present or future law, such provision shall be fully\nseverable and severed, and the Plan shall be construed and enforced as if such\nillegal, invalid, or \n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 16\n\n   17\n\n\nunenforceable provision were never a part hereof, and the remaining provisions\nof the Plan shall remain in full force and effect and shall not be affected by\nthe illegal, invalid, or unenforceable provision or by its severance.\n\n         19. GOVERNING LAW. The Plan shall be construed and interpreted in\naccordance with the laws of the State of Texas.\n\n         20. INTERPRETIVE MATTERS. Whenever required by the context, pronouns\nand any variation thereof shall be deemed to refer to the masculine, feminine,\nor neuter, and the singular shall include the plural, and visa versa. The term\n\"include\" or \"including\" does not denote or imply any limitation. The captions\nand headings used in the Plan are inserted for convenience and shall not be\ndeemed a part of the Plan for construction or interpretation.\n\n\nQuanta Services, Inc.\n2001 Stock Incentive Plan                                               Page 17\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8620],"corporate_contracts_industries":[9481],"corporate_contracts_types":[9539,9545],"class_list":["post-38437","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-quanta-services-inc","corporate_contracts_industries-construction__specialty","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38437","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38437"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38437"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38437"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38437"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}