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, 2025 and reflect a market value for Quanta common stock of $422.06 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 inControl) | Termination By Executive for Good Reason (No Change In Control) |
|---|
| Severance(1) | $– | $– | $5,580,350 | $5,580,350 |
| Earl C. (Duke) Austin, Jr. | Welfare Benefits | – | – | 61,132 | 61,132 |
|---|
| Equity Benefit(2) | 38,874,258 | 38,874,258 | 38,874,258 | 38,874,258 |
| Total | $38,874,258 | $38,874,258 | $44,515,740 | $44,515,740 |
| Severance(1) | $– | $– | $2,552,950 | $2,552,950 |
| Jayshree Desai | Welfare Benefits | – | – | 38,067 | 38,067 |
|---|
| Equity Benefit(2) | 10,915,316 | 10,915,316 | 10,210,053 | 10,210,053 |
| Total | $10,915,316 | $10,915,316 | $12,801,070 | $12,801,070 |
| Severance(1) | $– | $– | $2,472,243 | $2,472,243 |
| Karl W. Studer | Welfare Benefits | – | – | 45,910 | 45,910 |
|---|
| Equity Benefit(2) | 9,084,419 | 9,084,419 | 9,084,419 | 9,084,419 |
| Total | $9,084,419 | $9,084,419 | $11,602,572 | $11,602,572 |
| Severance(1) | $– | $– | $2,054,480 | $2,054,480 |
| Gerald A. (BJ) Ducey, Jr. | Welfare Benefits | – | – | 45,258 | 45,258 |
|---|
| Equity Benefit(2) | 7,214,694 | 7,214,694 | 7,214,694 | 7,214,694 |
| Total | $7,214,694 | $7,214,694 | $9,314,432 | $9,314,432 |
| Severance(1) | $– | $– | $1,705,371 | $1,705,371 |
| Donald C. Wayne | Welfare Benefits | – | – | 39,528 | 39,528 |
|---|
| Equity Benefit(2) | 4,820,769 | 4,820,769 | 4,551,073 | 4,551,073 |
| Total | $4,820,769 | $4,820,769 | $6,295,972 | $6,295,972 |
| (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, 2025 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, 2025 (excluding, for clarity, PSUs for the 2023 – 2025 performance period). As of December 31, 2025, the NEOs held the following unearned PSUs: 63,499 for Mr. Austin; 15,374 for Ms. Desai; 14,766 for Mr. Studer; 8,300 for Mr. Ducey and 6,717 for Mr. Wayne. 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) for PSUs for the 2024 – 2026 performance period and from 0% to a maximum of 215% (assuming the highest level of performance) for PSUs for the 2025 – 2027 performance period 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, 2025 and may also be paid with respect to such shares (to the extent they vest) are as follows: Mr. Austin – $47,983; Ms. Desai – $13,344; Mr. Studer – $11,174; Mr. Ducey – $10,537; and Mr. Wayne – $6,236. |
65
| Name | Benefit | Change in Control(No Termination)(1) | TerminationWithout Cause Within 24 Months Following a Change inControl(1) | Termination by Executive for Good Reason Within 24 months Following a Change inControl(1) |
|---|
| Severance(2) | $– | $12,845,000 | $12,845,000 |
| Mr. Austin | Welfare Benefits(3) | – | 96,355 | 96,355 |
|---|
| Equity Benefit(4) | 2,617,194 | 38,874,258 | 38,874,258 |
| Total(5) | $2,617,194 | $51,815,613 | $51,815,613 |
| Severance(2) | $– | $5,576,250 | $5,576,250 |
| Ms. Desai | Welfare Benefits(3) | – | 66,433 | 66,433 |
|---|
| Equity Benefit(4) | 837,367 | 10,915,316 | 10,915,316 |
| Total(5) | $837,367 | $16,557,999 | $16,557,999 |
| Severance(2) | $– | $5,399,212 | $5,399,212 |
| Mr. Studer | Welfare Benefits(3) | – | 80,120 | 80,120 |
|---|
| Equity Benefit(4) | 644,064 | 9,084,419 | 9,084,419 |
| Total(5) | $644,064 | $14,563,751 | $14,563,751 |
| Severance(2) | $– | $4,430,000 | $4,430,000 |
| Mr. Ducey | Welfare Benefits(3) | – | 78,982 | 78,982 |
|---|
| Equity Benefit(4) | 1,801,352 | 7,214,694 | 7,214,694 |
| Total(5) | $1,801,352 | $11,723,676 | $11,723,676 |
| Severance(2) | $– | $3,649,851 | $3,649,851 |
| Mr. Wayne | Welfare Benefits(3) | – | 68,982 | 68,982 |
|---|
| Equity Benefit(4) | 456,247 | 4,820,769 | 4,820,769 |
| Total(5) | $456,247 | $8,539,602 | $8,539,602 |
| (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 are 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 Mr. Austin) or up to 30 months after termination (for Ms. Desai and Messrs. Studer, Ducey and Wayne), based on the actual cost of premiums for 2026 and the estimated costs of premiums for 2027 and 2028. |
| (4) | The equity benefit represents (i) the value of the unvested RSUs held by the NEO as of December 31, 2025 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, 2025 (excluding, for clarity, PSUs for the 2023 – 2025 performance period) that would vest upon occurrence of the event. Additional information regarding the number of unearned/unvested PSUs can be found in the Outstanding Equity Awards at 2025 Fiscal Year-End table. The amounts included assume performance at target, without reference to forecasted achievement. Additionally, the amounts assume that the change in control transaction consideration consists solely of non-cash consideration (if the change in control transaction consideration consists solely of cash consideration, the amounts in the “Change in Control (No Termination)” column would be equivalent to the amounts in the other two columns). 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) for PSUs for the 2024 – 2026 performance period and from 0% to a maximum of 215% (assuming the highest level of performance) for PSUs for the 2025 – 2027 performance period 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, 2025 and may also be paid with respect to such shares (to the extent they vest) are as follows: Mr. Austin – $47,983; Ms. Desai – $13,344; Mr. Studer – $11,174; Mr. Ducey – $10,537; and Mr. Wayne – $6,236. |
| (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 to the minimum extent necessary to avoid application of the excise tax under Section 4999 of the Code, except that the full amounts will be payable if, after payment by the applicable NEO of the excise tax and all other taxes, the NEO would retain a greater after-tax benefit without such reduction. |
