INTEGRATED
ELECTRICAL SERVICES, INC.
SEPARATION
& TRANSITION AGREEMENT
This Separation & Transition
Agreement and Release (“Agreement”), dated as of April
11, 2007 (“Effective Date”), is between David A. Miller
(“Miller”) and Integrated Electrical Services, Inc. and
it subsidiaries (“IES”).
RECITALS
David A. Miller and IES wish to
terminate their employment relationship amicably. In order to
provide for a smooth transition and to foreclose any potential
claims or disputes existing or arising between the parties, David
A. Miller and IES have agreed to enter this Agreement.
AGREEMENT
In consideration of the foregoing
recitals, the mutual agreements and undertakings of the parties set
forth below, and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby expressly
acknowledged, Miller and IES agree as follows:
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1.
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EMPLOYMENT TERMINATION . Miller’s last day of employment with IES
shall be May 31, 2007 (“Separation Date”).
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a.
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Wages & Benefits . Miller shall continue receive his current
monthly base salary of $22,916.66 and vehicle allowance during the
term of his employment through the Separation Date. IES shall pay
Miller all accrued wages through his Separation Date.
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b.
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Incentive . On or before ten (10) days following
separation, Miller shall be paid an incentive payment for the
period of employment worked during the fiscal year. The incentive
payment will be equal to his base salary earnings during the fiscal
year times his targeted incentive rate of 50%, such amount equal to
$91,666.66.
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c.
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Transition Services . In consideration of the transition commitments
contained in paragraph 9 hereof, and contingent upon the full
performance of those commitments and all other commitments
contained herein, Miller shall receive the amount of $2,000 per
month for transition services provided from June 1, 2007 through
December 31, 2007. Payment for such services shall be paid on a
monthly basis and in no event later than March 15, 2008.
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d.
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Restricted Stock. Additionally, Miller shall be granted 4,000
shares of restricted stock on his Separation Date and such shares
will vest 100% on December 31, 2007 if Miller fulfills the
requirements of Paragraph 9 from the Separation Date until December
31, 2007.
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3.
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HEALTH CARE CONTINUATION.
Miller and his eligible dependents
will continue to participation in all IES health and welfare
benefits on the same terms as in effect for Executive Officers of
IES through his Separation Date. Thereafter, IES will pay the full
cost of continuing medical, dental, and vision care coverage for
Miller and his eligible dependents under COBRA for a period of
twelve (12) months following the Separation Date. Beginning with
the thirteenth month, Miller will be responsible for making any
COBRA payments for continuing participation in these
plans.
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4.
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GENERAL RELEASE. In consideration of the benefits provided in
this Agreement, Miller does hereby RELEASE, ACQUIT, AND FOREVER
DISCHARGE IES, its successors, present and former employees,
agents, corporate officers, directors, corporate affiliates and all
other persons, firms, corporations and any other entity or person
(“the parties released”), of and from any claims and
liabilities arising from:
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a.
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wrongful discharge of employment; termination in
violation of public policy; discrimination; breach of contract,
both express and implied; breach of a covenant of good faith and
fair dealing, both express and implied; promissory estoppel;
negligent or intentional infliction of emotional distress;
negligent or intentional misrepresentation; negligent or
intentional interference with contract or prospective economic
advantage; defamation; libel; slander; negligence; personal injury;
assault; battery; invasion of privacy; false imprisonment; and
conversion.
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b.
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any federal, state or municipal statute,
including, but not limited to, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Age Discrimination in
Employment Act of 1967, the Americans with Disabilities Act of
1990, the Fair Labor Standards Act, the Employee Retirement Income
Security Act of 1974, the Worker Adjustment and Retraining
Notification Act, Older Workers Benefit Protection Act, Tex. Lab.
Code §§ 21.001 – 21.405; the Civil Law of the State
of Texas; and the statutory and common law of these United States,
collectively and singularly.
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c.
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This General Release is not intended and
do
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