INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT ("AGREEMENT") is made as of February
22, 2002, by and between UtiliCorp United Inc., a Delaware corporation
("UTILICORP"), and William H. Starbuck, Ph.D. (the "INDEMNITEE"), a nominee
for election as a director of Quanta Services, Inc., a Delaware corporation
(the "COMPANY").
WHEREAS, UtiliCorp has asked and the Indemnitee has agreed to be a
nominee for election to the Board of Directors of the Company at the 2002
annual meeting of stockholders of the Company (the "ANNUAL MEETING"); and
WHEREAS, UtiliCorp and/or its affiliates may, in appropriate
circumstances, solicit proxies from the stockholders of the Company in
support of the Indemnitee's election as a director of the Company at the
Annual Meeting;
NOW, THEREFORE, in consideration of the foregoing and with the
understanding on the part of UtiliCorp that the Indemnitee is relying on this
Agreement in agreeing to be a nominee as aforesaid and for other and valuable
consideration the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following
defined terms have the meanings indicated below:
"CLAIM" means any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative, formal or
informal investigative or other), whether instituted by UtiliCorp, any
stockholder of the Company, the Company or any other party (other than by the
Indemnitee), or any inquiry or investigation that the Indemnitee in good
faith believes might lead to the institution of any such action, suit or
proceeding.
"EXPENSES" means all reasonable attorney's fees and all other
reasonable fees, costs, expenses and obligations paid or incurred in
connection with the election of directors at the Annual Meeting or related
matters, including without limitation, investigating, defending or
participating (as a party, witness or otherwise) in (including on appeal), or
preparing to defend or participate in, any Claim relating to any
Indemnifiable Event.
"INDEMNIFIABLE EVENT" means any event or occurrence relating
to or directly or indirectly arising out of, or any action taken or omitted
to be taken in connection with the election of directors at the Annual
Meeting or related matters, but not in the Indemnitee's capacity as a
director of the Company if the Indemnitee is so elected.
"LOSS" means any and all damages, judgments, fines,
penalties, amounts paid or payable in settlement, deficiencies, losses and
Expenses (including all interest, assessments, and other charges paid or
payable in connection with or respect of such Losses).
2. AGREEMENT TO SERVE AS A NOMINEE.
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(a) The Indemnitee hereby consents to being named as a
nominee for election as a director of the Company at the Annual Meeting (or
any special meeting of the stockholders of the Company called for that
purpose) in any materials submitted by or on behalf of UtiliCorp to the
Company or filed by or on behalf of UtiliCorp or the Company with the
Securities and Exchange Commission, and further consents to serve as a
director of the Company if elected at the Annual Meeting (or any special
meeting of the stockholders of the Company called for that purpose), upon the
Indemnitee's reasonable satisfaction that the Company maintains customary
indemnification provisions for directors and has in effect customary
insurance coverage for directors. The indemnification provisions of this
Agreement will continue in effect even if the Indemnitee no longer serves as
a director following the Annual Meeting.
(b) Notwithstanding anything to the contrary contained in
paragraph (a) above, the Indemnitee hereby agrees with UtiliCorp that the
Indemnitee does not and will not (unless previously approved by UtiliCorp in
writing) consent to serve as a nominee for election as a director of the
Company, or to otherwise stand for election as or become a director of the
Company, as part of a slate of nominees proposed by any party (including the
Board of Directors of the Company or its Nominating Committee) other than
UtiliCorp.
3. INDEMNIFICATION.
(a) In the event the Indemnitee in his capacity as nominee
for election to the Company's Board of Directors at the Annual Meeting was,
is or becomes a party to or other participant in, or is threatened to be made
a party to or other participant in, a Claim by reason of (or arising or
allegedly arising in any manner out of or relating to in whole or in part) an
Indemnifiable Event or Indemnitee's being a nominee for election to the
Company's Board of Directors at the Annual Meeting, UtiliCorp to the fullest
extent permitted by applicable law shall indemnify and hold harmless the
Indemnitee from and against any and all Losses suffered, incurred or
sustained by the Indemnitee or to which the Indemnitee becomes subject,
resulting from, arising out of or relating to such Claim (it being understood
that except as provided in SECTION 3(c) with respect to Expenses,
reimbursements of any such Losses shall be made as soon as practicable but in
any event no later than 15 days after written request (a "CLAIM NOTICE") is
made to UtiliCorp accompanied by supporting documentation). The Indemnitee
shall give UtiliCorp written notice of any Claim (accompanied by such
reasonable supporting documentation as may be in the Indemnitee's possession)
as soon as practicable after the Indemnitee becomes aware thereof; PROVIDED
that the failure of the Indemnitee to give such notice shall not relieve
UtiliCorp of its indemnification obligations under this Agreement, except to
the extent that such failure materially prejudices the rights of UtiliCorp.
(b) In the case of the commencement of any action against
the Indemnitee in respect of which the Indemnitee may seek indemnification
from UtiliCorp hereunder, UtiliCorp will be entitled to participate therein,
including, without limitation, the negotiation and approval of any
settlement of such action and, to the extent that UtiliCorp may wish to
assume the defense thereof, with counsel reasonably satisfactory to the
Indemnitee, and after notice from UtiliCorp to the Indemnitee of UtiliCorp's
election so to assume the defense thereof, together with UtiliCorp's written
acknowledgement and agreement that it will fully indemnify the Indemnitee
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under the terms of this Agreement with regard to such Claim, UtiliCorp will
not be liable to the Indemnitee under this Agreement for any Expenses
subsequently incurred by the Indemnitee in connection with the defense
thereof other than reasonable costs of investigation and preparation therefor
(including, without limitation, appearing as a witness and reasonable fees
and expenses of legal counsel in connection therewith). If in any action for
which indemnity may be sought hereunder UtiliCorp shall not have timely
assumed the defense thereof with counsel reasonably satisfactory to the
Indemnitee, or the Indemnitee shall have been advised by counsel that it
would constitute a conflict of interest for the same counsel to represent
both the Indemnitee and UtiliCorp in such action, or if the Indemnitee may
have separate or additional defenses with regard to such action, the
Indemnitee shall have the right to employ counsel for the Indemnitee
reasonably satisfactory to UtiliCorp in such action, in which event UtiliCorp
shall reimburse the Indemnitee for all reasonable legal fees and expenses
incurred by the Indemnitee in connection with the defense thereof. UtiliCorp
shall in no event be liable for any settlement of any action effected without
its prior written consent (which consent shall not be unreasonably withheld,
delayed and conditioned). UtiliCorp shall not settle any Claim in any manner
that would impose any expense, penalty, obligation or limitation on the
Indemnitee, or would contain language other than a recitation of any amounts
to be paid in settlement, the fact of the settlement or the underlying claim
relating to the settlement, that could be viewed, in the sole discretion of
the Indemnitee, as an acknowledgement of wrongdoing on the part of the
Indemnitee or as detrimental to the reputation of the Indemnitee, without the
Indemnitee's prior written consent.
(c) The Indemnitee's right to indemnification in this
SECTION 3 shall include the right of the Indemnitee to be advanced by
UtiliCorp any Expenses incurred in connection with any Indemnifiable Event as
such Expenses are incurred by the Indemnitee; PROVIDED, HOWEVER, that all
amounts advanced in respect of such Expenses shall be repaid to UtiliCorp by
the Indemnitee if it shall ultimately be determined in a final judgment
without further right to appeal by a court of appropriate jurisdiction that
the Indemnitee is not entitled to be indemnified for such Expenses because
the Loss arose as a result of the Indemnitee's recklessness or willful
misconduct.
4. PARTIAL INDEMNITY. If the Indemnitee is entitled under any
provision of this Agreement to indemnification by UtiliCorp for some or a
portion of any Loss, but not for all of the total amount thereof, UtiliCorp
shall nevertheless indemnify the Indemnitee for the portion thereof to which
the Indemnitee is entitled. Moreover, notwithstanding any other provision of
this Agreement, to the extent that the Indemnitee has been successful on the
merits or otherwise in defense of any or all Claims relating in whole or in
part to an Indemnifiable Event or in defense of any issue or matter therein,
including dismissal without prejudice, the Indemnitee shall be indemnified
against all Expenses incurred in connection therewith.
5. NO PRESUMPTIONS. For purposes of this Agreement, the termination
of any claim, action, suit or proceeding, by judgment, order, settlement
(whether with or without court approval), or upon a plea of nolo contendere,
or its equivalent, shall not create a presumption that the Indemnitee did not
meet any particular standard of conduct or have any particular belief or that
a court has determined that indemnification is not permitted by applicable
law.
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6. NONEXCLUSIVITY. The rights of the Indemnitee hereunder shall
be in addition to any other rights the Indemnitee may have under any bylaw,
insurance policy, corporate law or otherwise. To the extent that a change in
applicable law (whether by statute or judicial decision) would permit greater
indemnification by agreement than would be afforded currently under this
Agreement, it is the intent of the parties hereto that the Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such change.
7. AMENDMENT, ETC. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.
8. SUBROGATION. In the event of any payment under this Agreement,
UtiliCorp shall be subrogated to the extent of such payment to all of the
rights of recovery of the Indemnitee, and the Indemnitee shall execute all
papers reasonably required and shall take such action that may be reasonably
necessary to secure such rights, including the execution of such documents
reasonably necessary to enable UtiliCorp effectively to bring suit to enforce
such rights.
9. NO DUPLICATION OF PAYMENTS. UtiliCorp shall not be liable
under this Agreement to make any payment in connection with a Claim made
against the Indemnitee to the extent the Indemnitee has otherwise actually
received payment (under any insurance policy, bylaw or otherwise) of the
amounts otherwise indemnifiable hereunder, PROVIDED that, if the Indemnitee
for any reason is required to disgorge any payment actually received,
UtiliCorp shall be obligated to pay such amount to the Indemnitee in
accordance with the other terms of this Agreement (I.E., disregarding the
terms of this SECTION 9).
10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws.
11. COUNTERPARTS. This Agreement may be executed in one or more
counterparts for the convenience of the parties hereto, all of which together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
UTILICORP:
UTILICORP UNITED INC.
By: /s/ Keith G. Stamm
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Name: Keith G. Stamm
Title: President and Chief Operating
Officer, Global Networks Group
NOMINEE:
/s/ William H. Starbuck, Ph.D.
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William H. Starbuck, Ph.D.