Form of Stock Option Award Agreement



 EXHIBIT 10.6 
 NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT 
                                        
                      AGREEMENT made as of the          day of
                    ,             , between MATRIX SERVICE
COMPANY, a Delaware corporation (the “Company”), and (“Director”). 
 To carry out the purposes of the MATRIX
SERVICE COMPANY 1995 NONEMPLOYEE DIRECTORS’ STOCK OPTION PLAN (the “Plan”), by affording Director the opportunity to purchase shares of common stock of the Company (“Stock”), and in consideration of the mutual agreements and
other matters set forth herein and in the Plan, the Company and Director hereby agree as follows: 
 1. Grant of Option. The
Company hereby irrevocably grants the Director the right and option (“Option”) to purchase all or any part of an aggregate of shares of Stock, on the terms and conditions set forth herein and in the Plan, which Plan is incorporated
herein by reference as a part of this Agreement. This Option shall not be treated as an incentive stock option within the meaning of section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”). 
 2. Purchase Price. The purchase price of Stock purchased pursuant to the exercise of this Option shall be
$             per share, which has been determined to be not less than the fair market value of the Stock at the date of grant of this Option. For all purposes of this Agreement,
fair market value of Stock shall be determined in accordance with the provisions of the Plan. 
 3. Exercise of Option. Subject
to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive offices addressed to the attention of Chief Executive Officer, at any time and from time to time
after the date of grant hereof, but, except as otherwise provided below, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full calendar months from
the first day of the calendar month coincident with or next following the date of grant hereof to the date of such exercise, in accordance with the following schedule: 
  


				
	 Number of Full Calendar Months
	  	 Percentage of Shares
 That May Be Purchased
	 
	 Less than 12 months
	  	0.00	%
	 12 months but less than 24 months
	  	50.0	%
	 24 months or more
	  	100.0	%

 Notwithstanding the foregoing, if (i) the Company shall not be the surviving entity in any
merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the Company (ii) the Company sells, leases or exchange or agrees to sell, lease or exchange all or
substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of the Company), (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a “group” as
contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based
upon voting power), or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Board of Directors of the Company
(each such event is referred to herein as a “Corporate Change”), then effective as of the earlier (1) the date of approval by the stockholders of the Company of such merger, consolidation, reorganization, sale, lease or exchange of
assets or dissolution or such election of directors or (2) the date of such Corporate Change, this Option shall be exercisable in full. 
 This Option and all rights granted hereunder are not transferrable by Director other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title 1 of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder, and may be exercised during Director’s lifetime only by Director or Director’s guardian or legal representative. This Option may be exercised only while Director
remains a member of the Board of Directors of the 
  

 -1- 








 Company (the “Board”) and will terminate and cease to be exercisable upon Director’s termination of
membership on the Board, except that: 
 (a) If Director’s membership on the Board terminates by reason of disability,
this Option may be exercised in full by Director (or Director’s estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Director, may exercise this Option in full at
any time during the period of 90 days following termination. 
 (b) If Director dies while a member of the Board,
Director’s estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Director, may exercise this Option in full at any time during the period of 90 days following the
date of Director’s death. 
 (c) If Director’s membership on the Board terminates for any reason other than as
described in (a) or (b) above, this Option may be exercised by Director at any time during the period of 30 days following such termination, or by Director’s estate (or the person who acquires this Option by will or the laws of
descent and distribution or otherwise by reason of the death of Director) during such period if Director dies during such 30 day period, but in each case only as to the number of shares Director was entitled to purchase hereunder upon exercise of
this Option as of the date Director’s membership on the Board so terminates. 
 This Option shall not be exercisable in any event after
the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise in cash (including check, bank draft or money order payable to the order of
the Company). No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof, rather, Director provide a cash payment for such amount as is necessary to
effect the issuance and acceptance of only whole shares of Stock. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Director, Director (or the person permitted to exercise this Option in
the event of Director’s death) shall not be or have any of the rights or privileges of a stockholder of the Company with respect to shares acquirable upon an exercise of this Option. 
 4. Withholding of Tax. To the extent that the exercise of this Option or the disposition of shares of Stock acquired by exercise of this
Option results in compensation income to Director for federal or state income tax purposes, Director shall deliver to the Company at the time of such exercise or disposition such amount of money or shares of Stock as the Company may require to meet
its obligation under applicable tax laws or regulations, and if Director fails to do so, the Company is authorized to withhold from any cash or Stock renumeration then or thereafter payable to Director any tax required to be withheld by reason of
such resulting compensation income. Upon an exercise of this Option, the Company is further authorized in its discretion to satisfy any such withholding requirement out of any cash or shares of Stock distributable to Director upon such exercise.

 5. Status of Stock. The Company intends to register for issuance under the Securities Act of 1933, as amended (the
“Act”), the shares of Stock acquirable upon exercise of this Option, and to keep such registration effective throughout the period this Option is exercisable. In the absence of such effective registration or an available exemption from
registration under the Act, issuance of share of Stock acquirable upon exercise of this Option will be delayed until registration of such shares is effective or an exemption from registration under the Act is available. The Company intends to use
its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon exercise of this Option, Director (or the person permitted to exercise this Option in the event of Director’s
death or incapability), if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. 
 Director agrees that the shares of Stock which Director may acquire by exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable federal or state securities laws. Director also agrees (i) that the certificates representing the shares of Stock purchased under this Option may bear such legend or legends as the Company
deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the shares of Stock purchased under this Option on the stock transfer records of the Company if such
proposed 
  

 -2- 








 transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities
laws and (iii) that the Company may give related instructions to its transfer agent, if any, to stock registration of the transfer of the shares of Stock purchased under this Option. 
 6. Binding Effect. This Agreement shall be binding and inure to the benefit of any successors to the Company and all persons lawfully
claiming under Director. 
 7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Delaware. 
 IN WITNESS WHEREOF, the Company has caused this agreement to be duly executed by its officer thereunto duly
authorized, and Director has executed this Agreement, all as of the day and year first above written. 
  

			
	MATRIX SERVICE COMPANY
		
	By:	 	  

		 	DIRECTOR


  

 -3-