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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): January 4, 2010
(January 1, 2010)
QUANTA SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-13831
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74-2851603 |
(Commission File No.)
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(IRS Employer Identification No.) |
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056
(Address of principal executive offices, including ZIP code)
(713) 629-7600
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
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Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers. |
Effective October 1, 2009, the Board of Directors (the Board) of Quanta Services, Inc.
(Quanta) appointed Earl C. Austin, Jr. as President of the Natural Gas and Pipeline Division of
Quanta. In connection with Mr. Austins appointment, Quanta entered into an employment agreement,
dated as of January 1, 2010, with Mr. Austin (the Agreement). The Agreement has an initial term
of two years that will renew automatically on an annual basis unless Quanta or Mr. Austin provides
at least ninety days prior written notice of non-renewal. Pursuant to the terms of the Agreement,
Mr. Austin will receive an annual base salary of $400,000, which amount is subject to adjustment by
the Board or a duly constituted committee thereof from time to time in its discretion. The
Agreement generally terminates upon Mr. Austins (i) death, (ii) disability, (iii) termination for
cause or good reason (as both terms are defined in the Agreement), or (iv) termination without
cause. If Mr. Austins employment is terminated due to disability or without cause, Mr. Austin
will be entitled to a lump-sum payment of his base salary at the rate then in effect for the period
remaining under the Agreement or for one year, whichever is greater. If within 12 months of a
change in control (as defined in the Agreement), Mr. Austin terminates his employment for good
reason or his employment is terminated other than for cause, Mr. Austin will be entitled to
severance benefits equal to (i) a lump-sum payment equal to three times the sum of (x) his base
salary at the rate then in effect and (y) the highest annual bonus paid to him under Quantas
annual incentive plan for the past three years, and (ii) equivalent continued benefits for him and
his dependents under welfare benefit plans for three years after termination. The Agreement
contains customary non-competition covenants restricting the ability of Mr. Austin to compete with
Quanta during the term of his employment and for a period of one year thereafter and prohibiting
him from disclosing confidential information and trade secrets.
The above description of the Agreement is qualified in its entirety by reference to the full
text of the Agreement, which is filed as Exhibit 10.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Exhibit |
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10.1
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Employment Agreement dated as of January 1, 2010, by and
between Quanta Services, Inc. and Earl C. Austin, Jr. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 4, 2010
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QUANTA SERVICES, INC.
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By: |
/s/ TANA L. POOL
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Name: |
Tana L. Pool |
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Title: |
Vice President and General Counsel |
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Exhibit Index
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Exhibit No. |
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Exhibit |
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10.1
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Employment Agreement dated as of January 1, 2010, by and
between Quanta Services, Inc. and Earl C. Austin, Jr. |