Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(e) On March 26, 2020, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Quanta Services, Inc. ("Quanta") adopted the 2020 annual incentive plan for all corporate employees, the 2020 long-term incentive plan for senior leadership and the 2020 discretionary plan for all employees (collectively, the "Incentive Plan"). Under the Incentive Plan, certain employees of the Company, including all executive officers, are eligible to receive incentive compensation awards payable in cash, restricted stock units and/or performance stock units, and the Compensation Committee established specific target incentive amounts for the executive officers. All equity-based awards under the Incentive Plan will be made pursuant to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan (the "Omnibus Plan"), and the applicable award agreements adopted thereunder, or other plans that may be approved from time to time by the Board or by stockholders as required.

Certain awards under the Incentive Plan are based on the achievement of annual or long-term performance metrics. The annual performance metrics for 2020 include EBITDA, EBITDA margin and safety. The long-term incentive performance metrics for the January 1, 2020 through December 31, 2022 performance period include return on invested capital, total shareholder return, capital efficiency and certain operational performance metrics.

The foregoing description of the Incentive Plan is qualified in its entirety by reference to the Incentive Plan, the Omnibus Plan and the applicable award agreements, copies of which are included as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
   No.                                         Exhibit

   10.1            Quanta Services, Inc. Term Sheet for 2020 Annual Incentive Plan -
                 Corporate Employees, Quanta Services, Inc. Term Sheet for 2020
                 Senior Leadership Long-Term Incentive Plan and Quanta Services, Inc.
                 Term Sheet for 2020 Discretionary Plan - All Employees

   10.2            Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan
                 (previously filed as Exhibit 10.1 to the Company's Form 8-K filed
                 May 24, 2019 and incorporated herein by reference)

   10.3            Form of RSU Award Agreement for awards to employees/consultants
                 pursuant to the 2019 Omnibus Equity Incentive Plan (previously filed
                 as Exhibit 10.2 to the Company's Form 8-K filed May 24, 2019 and
                 incorporated herein by reference)

   10.4            Form of PSU Award Agreement for awards to employees/consultants
                 pursuant to the 2019 Omnibus Equity Incentive Plan (previously filed
                 as Exhibit 10.4 to the Company's Form 8-K filed May 24, 2019 and
                 incorporated herein by reference)

   104           Cover Page Interactive Data File (the cover page XBRL tags are
                 embedded within the Inline XBRL document included as Exhibit 101)

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