The tables below reflect the estimated amounts that would be paid to each NEO upon termination of employment or change in control in varying circumstances identified below. No amounts are paid in the event of termination by Quanta for cause. Except as otherwise indicated, the amounts shown assume that termination or change in control occurred on December 31, 2023 and reflect a market value for Quanta common stock of $215.80 per share, the closing price on such date. Actual amounts to be paid can be determined only upon occurrence of an actual termination or change in control.
| Name | Benefit | Death | Disability | Termination by Quanta Without Cause (No Change in Control) | Termination By Executive for Good Reason (No Change In Control) |
|---|
| Severance(1) | $– | $– | $5,073,100 | $5,073,100 |
| Earl C. (Duke) Austin, Jr. | Welfare Benefits | – | – | 42,312 | 42,312 |
|---|
| Equity Benefit(2) | 29,220,616 | 29,220,616 | 29,220,615 | 29,220,615 |
| Total | $29,220,616 | $29,220,616 | $34,336,027 | $34,336,027 |
| Severance(1) | $– | $– | $2,269,364 | $2,269,364 |
| Jayshree Desai | Welfare Benefits | – | – | 28,968 | 28,968 |
|---|
| Equity Benefit(2) | 6,717,638 | 6,717,638 | 3,216,499 | 3,216,499 |
| Total | $6,717,638 | $6,717,638 | $5,514,831 | $5,514,831 |
| Severance(1) | $– | $– | $3,065,420 | $3,065,420 |
| Redgie Probst | Welfare Benefits | – | – | 42,312 | 42,312 |
|---|
| Equity Benefit(2) | 10,726,986 | 10,726,986 | 10,726,986 | 10,726,986 |
| Total | $10,726,986 | $10,726,986 | $13,834,718 | $13,834,718 |
| Severance(1) | $– | $– | $1,980,407 | $1,980,407 |
| Derrick A. Jensen | Welfare Benefits | – | – | 31,230 | 31,230 |
|---|
| Equity Benefit(2) | 6,579,526 | 6,579,526 | 6,579,526 | 6,579,526 |
| Total | $6,579,526 | $6,579,526 | $8,591,163 | $8,591,163 |
| Severance(1) | $– | $– | $1,950,600 | $1,950,600 |
| Gerald A. (BJ) Ducey, Jr. | Welfare Benefits | – | – | 35,953 | 35,953 |
|---|
| Equity Benefit(2) | 3,963,167 | 3,963,167 | 3,963,167 | 3,963,167 |
| Total | $3,963,167 | $3,963,167 | $5,949,720 | $5,949,720 |
| (1) | Amounts for severance benefits include up to $20,000 in outplacement services. |
| (2) | The equity benefit represents (i) the value of the unvested RSUs held by the NEO as of December 31, 2023 that would vest upon occurrence of the event and (ii) the value of unearned PSUs (at target) held by the NEO as of December 31, 2023 (excluding, for clarity, PSUs for the 2021 – 2023 performance period). As of December 31, 2023, the NEOs held the following unearned PSUs: 94,176 for Mr. Austin; 16,651 for Ms. Desai; 30,269 for Mr. Probst; 17,979 for Mr. Jensen and 9,026 for Mr. Ducey. The actual number of unearned PSUs that would become earned upon occurrence of the event would be based on the forecasted achievement of performance goals for the remainder of the performance periods and can range from 0% to a maximum of 200% (assuming the highest level of performance) of the target amount of unearned PSUs. The amounts included assume performance at target, without reference to forecasted achievement. Cash dividend equivalents that have accrued through December 31, 2023 and may also be paid with respect to such shares (to the extent they vest) are as follows: Mr. Austin – $100,154; Ms. Desai – $14,529; Mr. Probst – $32,691; Mr. Jensen –$23,743; and Mr. Ducey – $10,520. |
| Name | Benefit | Change in Control (No Termination)(1) | Termination Without Cause Within 24Months Following a Change inControl(1) | Termination by Executive for Good Reason Within 24 months Following a Change in Control(1) |
|---|
| Severance(2) | $– | $11,720,000 | $11,720,000 |
| Mr. Austin | Welfare Benefits(3) | – | 66,692 | 66,692 |
|---|
| Equity Benefit(4) | 29,220,616 | 29,220,616 | 29,220,616 |
| Total(5) | $29,220,616 | $41,007,308 | $41,007,308 |
| Severance(2) | $– | $4,973,000 | $4,973,000 |
| Ms. Desai | Welfare Benefits(3) | – | 50,554 | 50,554 |
|---|
| Equity Benefit(4) | 6,717,638 | 6,717,638 | 6,717,638 |
| Total(5) | $6,717,638 | $11,741,192 | $11,741,192 |
| Severance(2) | $– | $6,680,000 | $6,680,000 |
| Mr. Probst | Welfare Benefits(3) | – | 66,692 | 66,692 |
|---|
| Equity Benefit(4) | 10,726,986 | 10,726,986 | 10,726,986 |
| Total(5) | $10,726,986 | $17,473,678 | $17,473,678 |
| Severance(2) | $– | $4,336,730 | $4,336,730 |
| Mr. Jensen | Welfare Benefits(3) | – | 54,502 | 54,502 |
|---|
| Equity Benefit(4) | 6,579,526 | 6,579,526 | 6,579,526 |
| Total(5) | $6,579,526 | $10,970,758 | $10,970,758 |
| Severance(2) | $– | $4,220,000 | $4,220,000 |
| Mr. Ducey | Welfare Benefits(3) | – | 62,743 | 62,743 |
|---|
| Equity Benefit(4) | 3,963,167 | 3,963,167 | 3,963,167 |
| Total(5) | $3,963,167 | $8,245,910 | $8,245,910 |
| (1) | With respect to these scenarios, under award agreements entered into prior to August 2023 the equity benefit is triggered upon a change in control, and, pursuant to the Employment Agreements the remaining amounts are triggered upon termination of employment without cause or for good reason, each as defined above. However, as discussed above in Potential Payments Upon Termination or Change in Control – Employment Agreement Terms, awards made to our NEOs subsequent to August 2023 will be subject to double-trigger vesting in connection with a change in control (i.e., requiring a termination of employment without cause or, if applicable by the NEO for good reason, in either case, within 24 months following a change in control) to the extent the transaction consideration does not consist solely of cash. |
| (2) | Amounts for severance benefits include up to $20,000 in outplacement services. |
| (3) | Welfare benefits include an approximation of the cost of continued payment of insurance premiums for up to three years after termination (for Messrs. Austin and Probst) or up to 30 months after termination (for Ms. Desai and Messrs. Jensen and Ducey), based on the actual cost of premiums for 2024 and the estimated costs of premiums for 2025 and 2026. |
| (4) | The equity benefit represents (i) the value of the unvested RSUs held by the NEO as of December 31, 2023 that would vest upon occurrence of the event and (ii) the value of unearned PSUs (at target) held by the NEO as of December 31, 2023 (excluding, for clarity, PSUs for the 2021 – 2023 performance period). As of December 31, 2023 the NEOs held the following unearned PSUs: 94,176 for Mr. Austin; 16,651 for Ms. Desai; 30,269 for Mr. Probst; 17,979 for Mr. Jensen and 9,026 for Mr. Ducey. The actual number of unearned PSUs that would become earned upon occurrence of the event would be determined by the applicable award agreement and can range from 0% to a maximum of 200% (assuming the highest level of performance) of the target amount of unearned PSUs. The amounts included assume performance at target, without reference to forecasted achievement. Cash dividend equivalents that have accrued through December 31, 2023 and may also be paid with respect to such shares (to the extent they vest) are as follows: Mr. Austin – $100,154; Ms. Desai – $14,529; Mr. Probst – $32,691; Mr. Jensen – $23,743; and Mr. Ducey – $10,520. |
| (5) | The Employment Agreements do not contain excise tax gross-up provisions. The amounts payable to the NEOs in the event of a change in control may be subject to reduction under Sections 280G and 4999 of the Code. |
In connection with his retirement in April 2023, Mr. Gregory entered into a Consulting Agreement with Quanta pursuant to which he became entitled to certain retirement benefits negotiated in connection with his employment by Quanta, consisting of: (i) $150,000 in annual consulting fees, (ii) full accelerated vesting of his outstanding time-based RSUs and continued vesting of outstanding PSUs,(iii) pro-rated annual cash incentive compensation for 2023, based on actual performance, and (iv) subject to his continued provision of the consulting services through the applicable grant date, in the year following the year of retirement, the grant of (x) fully-vested RSUs and (y) PSUs subject to three-year cliff vesting, the value of which will be determined based on hispre-retirement long-term incentive target(pro-rated through the date of his retirement in 2023). In order to receive the continued vesting of PSUs as set forth above, Mr. Gregory is required to provide a minimum amount of consulting services to the Company until all outstanding unearned and unvested PSUs become earned and vested.
