SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (this "Agreement") is between Peter Dameris ("Employee") and
Quanta Services, Inc. (the "Company").
WHEREAS, Employee served as Chief Operating Officer of the Company under the terms of an Employment
Agreement dated March 12, 2001;
WHEREAS, Employee resigned from the Company effective October 31, 2002;
WHEREAS, Employee and the Company have a bona fide dispute as to the amount of money, if any, due to
Employee under the terms of the Employment Agreement dated March 12, 2001 and the Employment
Agreement dated March 13, 2002 (collectively referred to as "the Employment Agreement");
WHEREAS, Employee and the Company desire to resolve their dispute and avoid the costs of arbitration.
NOW, THEREFORE, the parties do hereby agree as follows:
1. Separation of Employment. Employee's resignation is effective October 31, 2002 (the "Separation Date").
2. Consideration. The Company shall pay Employee, subject to the provisions hereof, a lump sum payment in the
amount of $793,534.45 without any withholdings (the "Separation Payment"). Employee agrees to indemnify the
Company in the event that the Company is assessed any taxes, penalties, or interest because Employee fails to
pay taxes due on the Separation Payment or because Employee requested that the Company not withhold taxes
from the Separation Payment. The Separation Payment will be paid no later than eight days after Employee signs
this Agreement. Employee acknowledges that the Separation Payment represents a compromise of a bona fide
dispute and that the Separation Payment and mutual releases are, independent of each other, valuable
consideration for the mutual release provided in Section 3 and the confidentiality provision set forth in Section 4.
3. Mutual Releases. In consideration of receipt by Employee of the Separation Payment and these mutual
releases, the parties hereto, on behalf of their respective heirs, executors, successors, ad