exhibit 10. 1 [ amended and restated ] indemnity agreement this [ amended and restated ] indemnity agreement ( this “ agreement ” ) is made as of by and between quanta services, inc., a delaware corporation ( the “ company ” ), and ( “ indemnitee ” ). recitals whereas, highly competent persons have become more reluctant to serve publicly - held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation. whereas, the board of directors of the company ( the “ board ” ) has determined that, in order to attract and retain qualified individuals, the company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the company and its subsidiaries from certain liabilities. although the furnishing of such insurance has been a customary and widespread practice among united states - based corporations and other business enterprises, the board believes that, given current market conditions and trends, such insurance may be available to the company in the future only at higher premiums and with more exclusions. at the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time - consuming litigation relating to, among other things, matters that traditionally would have been brought only against the company or business enterprise itself. the bylaws of the company ( the “ bylaws ” ) require indemnification of the officers and directors of the company. indemnitee may also be entitled to indemnification pursuant to applicable provisions of the delaware general corporation law ( the “ dgcl ” ). the bylaws, the certificate of incorporation ( the “ charter ” ) and the dgcl expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the company and members of the board, officers and other persons with respect to indemnification, hold harmless, advancement and reimbursement rights. whereas, plaintiffs often seek damages in such large amounts and the costs of litigation may be so great ( whether or not the case is meritorious ), that the defense and / or settlement of such litigation is usually beyond the personal resources of directors and officers. whereas, the board has determined