INTEGRATED ELECTRICAL SERVICES, INC.
2006 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT is
made and entered into as of
("Grant Date") by and between Integrated Electrical Services,
Inc. a Delaware corporation ("Company"), and
("Grantee") pursuant to the terms and conditions of the Integrated
Electrical Services, Inc. 2006 Equity Incentive Plan ("Plan").
SECTION 1.
GRANT OF RESTRICTED STOCK AWARD.
(a) Restricted Stock Award.
The Company hereby grants the Grantee
Shares ("Granted Shares"), subject to restrictions and other terms
and conditions set forth in this Agreement.
(b) No Purchase Price.
In lieu of a purchase price, this award is made in consideration of
Service previously rendered or to be rendered by the Grantee to the
Company or its Subsidiaries. The Purchase Price of this award is
$0.
(c) Plan and Defined
Terms. This award is granted under and subject to the
terms of the Plan, which is incorporated herein by reference. If
there is any inconsistency between the terms of the Plan and the
terms of this Agreement, the Plans terms shall supersede and
replace the conflicting terms of this Agreement. Capitalized terms
that are defined in the Plan are incorporated herein by reference
and other capitalized terms are defined in Section 8 of this
Agreement.
SECTION 2.
ISSUANCE OF GRANTED SHARES.
(a) Stock
Certificates. The Company shall cause to be issued
a certificate or certificates for the Granted Shares representing
this award, registered in the name of the Grantee. Alternatively,
the Company may cause a book entry to be made with the Companys
transfer agent evidencing the Granted Shares registered in the name
of the Grantee.
(b) Stockholder Rights.
The Grantee (or any successor in interest) shall have all
the rights of a stockholder (including, without limitation, voting,
dividend and liquidation rights) with respect to the Granted
Shares, subject, however, to the restrictions of this
Agreement.
(c) Form of Issuance
and Escrow. For so long as Granted Shares are not
vested, the Company shall cause such certificate or certificates to
be deposited in escrow if certificates are issued. If evidenced by
book entry at the transfer agent the entry shall denote the shares
are restricted as to transfer. The Grantee shall deliver to the
Company a duly-executed blank Stock Power (in the form attached
hereto as Exhibit A). All regular cash dividends paid on Granted
Shares shall be held in escrow, without interest, until the
applicable vesting date, upon which the dividends attributable to
Granted Shares that have vested shall be paid directly to the
Grantee. Upon the vesting of any Granted Shares, such Vested Shares
together with any dividends held in escrow related thereto
hereunder, shall be distributed to the Grantee as soon as
practicable.
(d) Withholding
Requirements. To the extent this award results in
compensation income to you upon grant, vesting or any election by
you under Section 83(b) of the Code, you must deliver to the
Company at that time such amount of money as the Company may
require to meet its tax withholding obligation under applicable
laws or make such other arrangements to satisfy such withholding
obligation as the Company, in its sole discretion, may approve. The
Company, in its discretion, may withhold Shares (valued at their
fair market value on the date of the withholding of such Shares)
authorized to be issued to you to satisfy its withholding
obligations.
SECTION
3.
VESTING.
Subject to the further provisions of this
Agreement, the Granted Shares shall vest according to the following
schedule:
Vesting Date
Granted Shares Vested
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SECTION
4.
TERMINATION OF SERVICE.
(a) If you cease to be an
employee of the Company prior to the vesting of the Shares granted
hereby as a result of your death or disability under the Companys
long term disability plan ("Disability") the Granted Shares will
become 100% vested upon such Termination.
(b) If prior to the
vesting of the Granted Shares you cease to be an employee of the
Company for any reason other than as provided in paragraph (a)
above or you
