QUANTA SERVICES, INC.
AMENDED AND RESTATED
1997 STOCK OPTION PLAN
SECTION 1. PURPOSE OF PLAN. The purpose of the Quanta Services, Inc. 1997 Stock Option Plan (the
"Plan") shall be to provide for the grant to employees, officers, directors, and consultants of the Company options
to acquire Common Stock of the Company.
SECTION 2. DEFINITIONS. Unless the context clearly indicates otherwise, the following terms, when used in
the Plan, shall have the meanings set forth in this Section 2.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Cause" shall mean (i) Grantee's willful, material and irreparable breach of any agreement that governs the
terms and conditions of his or her employment; (ii) Grantee's gross negligence or gross incompetence in the
performance or intentional nonperformance (continuing for ten days after receipt of written notice of such
negligence) of any of Grantee's material duties and responsibilities;
(iii) Grantee's dishonesty, fraud or misconduct with respect to the business or affairs of the Company or any
Subsidiary; (iv) Grantee's conviction of a felony crime; or (v) chronic alcohol abuse or illegal drug abuse by
(c) A "Change in Control" of the Company shall occur when: (i) any "person" (as such term is used in Sections 13
(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing 50 percent or more of the
combined voting power of the Company's then outstanding securities; (ii) as a result of, or in connection with, any
tender offer or exchange offer, merger, or other business combination (a "Transaction"), the persons who were
directors of the Company immediately before the Transaction shall cease to constitute a majority of the Board of
Directors of the Company or any successor to the Company; (iii) the Company is merged or consolidated with
another corporation and as a result of the merger or