SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS

Exhibit 10.2

SEVERANCE AGREEMENT
AND RELEASE OF ALL CLAIMS

     This Severance Agreement and Release of All Claims (the “Agreement”) is made and entered into by and between Joseph A. Avila (hereinafter referred to as the “Employee”) and Quanta Services, Inc., a Delaware corporation, including its associated companies and subsidiaries, officers, directors, supervisors, managers, employees, stockholders, agents, attorneys, representatives and assigns (hereafter collectively referred to as the “Company”).

     The purpose of this Agreement is to arrange a settlement of the Employee’s employment with the Company that is satisfactory both to the Company and to the Employee. By signing this Agreement, the Company and the Employee agree as follows:

1.

Termination of Employment. The Employee and the Company are entering into this Agreement as a way of amicably concluding the employment relationship on March 6, 2008, between them and of resolving voluntarily any dispute or potential dispute or claim that the Employee has or might have with the Company, whether known or unknown by the Employee at this time. This Agreement is not and should not be construed as an allegation or admission on the part of the Company that it has acted unlawfully or violated any state or federal law or regulation. The Company, including its officers, directors, managers, supervisors, employees, stockholders, agents, attorneys, representatives and assigns, specifically disclaims any liability to the Employee or any other person for any alleged violation of rights or for any alleged violation of any order, law, statute, duty, policy or contract.

2.

Severance Benefits. As consideration for the Employee agreeing to release the Company from all claims that are described in Paragraph 7 herein and subject to the provisions of Paragraph 10 herein, the Company will provide the Employee the following severance benefits (the “Severance Benefits”):

	a.		Severance Payment. The Company will pay the Employee $77,872.50, less applicable taxes. This amount represents a lump sum payment totaling three months’ salary for the Employee.
	b.		Cash Bonus. The Company will pay the Employee $320,835, less applicable taxes. This amount represents the cash bonus earned by the Employee pursuant to the terms of the Company’s 2007 Annual Incentive Plan.

c.

Accelerated Vesting of Restricted Stock. The Company shall fully vest (i) 3,825 shares of unvested common stock held by Mr. Avila pursuant to that certain restricted stock award agreement dated as of October 10, 2006 by and between the Company and Mr. Avila and (ii) 1,311 shares of unvested common stock held by Mr. Avila pursuant to that certain restricted stock award agreement dated as of March 22, 2007 by and between the Company and Mr. Avila, in each case such vesting to be subject to the satisfaction of any and all applicable tax withholding requirements of the Company.

3.

Tax Consequences. The Employee acknowledges and agrees that the Company has made no representations to him regarding the tax consequences of any Severance Benefit received by him pursuant to this Agreement.

4.

Entire Consideration. The Employee agrees that the Severance Benefits constitute the entire amount of consideration provided to him under this Agreement. The Employee further agrees that he will not seek any further compensation for any other claimed damage, costs, severance, income or attorney’s fees.

5.

Non-Disclosure Agreement. Without the express written agreement of the Company’s Chief Executive Officer or unless required to do so by law, the Employee agrees never to disclose the existence, facts, terms, or amount of this Agreement, nor the substance of the negotiations leading to this Agreement, to any person or entity, other than to his personal counsel or attorney, personal accountants, or personal tax preparer, any such disclosure to such persons to be made only if the relevant person must have such information for the performance of his or her responsibilities. To the extent required by law or applicable regulation, Employee may also disclose the provisions of this Agreement to the appropriate taxing authorities.

6.		Covenants Concerning Claims. The Employee agrees that he will not file any complaints, claims or actions against the Company with any court or agency regarding any matters or claims that arose prior to the Employee’s execution of this Agreement, and that if any court or agency assumes jurisdiction on behalf of the Employee of any complaint, claim or action against the Company, he will direct that court or agency to withdraw from or dismiss with prejudice the matter.
		Nothing, however, in this Agreement will be construed to prevent the Employee from filing a charge or complaint of age discrimination with the Equal Employment Opportunity Commission under the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. § 621 et seq .), or from challenging the validity of this Agreement under the Age Discrimination in Employment Act of 1967, as amended, or the Older Worker’s Benefit Protection Act, as amended. The Employee further understands and agrees that if he or someone acting on his behalf files, or causes to be filed, any such claim, charge,

complaint, or action against the Company, he expressly waives any right to recover any damages or other relief, whatsoever, from the Company including costs and attorneys’ fees.

7.

The Employee’s Release Of All Claims Including Age Discrimination In Employment Act Claims. In consideration of the Severance Benefits, the Employee, for himself, his heirs, executors, administrators, successors and assigns, does fully and forever release and discharge the Company, its associated companies and subsidiaries, their respective associated companies and subsidiaries, all of their respective present and former officers, directors, supervisors, managers, employees, stockholders, agents, attorneys and representatives, and the successors and assigns of such persons and entities (collectively, the “Released Parties”), from all actions, lawsuits, grievances, complaints, liens, demands, obligations, damages, liabilities and claims of any nature whatsoever, know or unknown, that the Employee had, now has, or may hereafter claim to have against the Released Parties from the beginning of time through the date the Employee execut