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                                                                    EXHIBIT 10.1

                             POWELL INDUSTRIES, INC.
                  INCENTIVE COMPENSATION PLAN FOR 2000 ("PLAN")


1.     PLAN PURPOSE

       This Plan is one element of the executive compensation program at Powell
       Industries, Inc. ("Company") and its subsidiaries. The Plan provides key
       corporate and subsidiary employees the opportunity to earn annual cash
       incentive compensation amounts based on the performance of the Company or
       the subsidiary for which they have direct responsibility as well as on
       their individual contribution to the performance of those entities. Thus
       the Plan provides a variable annual incentive that links pay to
       performance.

2.     GENERAL DESCRIPTION

       Key corporate and subsidiary executives and managers will be designated
       annually to be Participants in the Plan. A maximum potential incentive
       compensation amount ("Maximum IC Amount") will be set annually for each
       such Participant based on that Participant's potential contribution to
       the performance of the Company or subsidiary. This Maximum IC Amount may
       range from ten per cent (10%) to one hundred per cent (100%) of a
       Participant's base salary on the first day of the Plan year. The Plan
       year is the fiscal year of the Company.

       Each Participant may earn between zero and one hundred percent of this
       Maximum IC Amount ("Earned IC Amount") depending on how the Company or
       subsidiary that employs the Participant performs during the Plan year
       against pre-established performance targets. Plan performance measures
       for 2000 are described in paragraph 4 below.

       Performance targets vary by subsidiary and will be established annually
       for the Company and each subsidiary based on that entity's historical
       performance, current mission and strategy, and projected profit and
       growth capability. Prevailing general business conditions will also be
       considered in establishing the performance targets.

       The Compensation Committee of the Company's Board of Directors in
       conjunction with the Company's Chief Executive Officer ("CEO") will
       administer the Plan.

3.     ELIGIBILITY

       Participants will be designated annually. Participation in one year does
       not guarantee participation in the following year.

       Subsidiary presidents will recommend Participants and a Maximum IC Amount
       for each Participant to the CEO for approval. Each subsidiary president
       may also recommend to the CEO an incentive "pool" for employees of the
       subsidiary who are not Plan Participants.

       The CEO will recommend corporate Participants and their Maximum IC Amount
       for approval by the Compensation Committee, and the CEO may authorize use
       of an incentive "pool" for employees of Powell Industries, Inc. who are
       not Plan Participants.

4.     PERFORMANCE MEASURES AND TARGETS

       The following measures will be used to measure the performance of each
       subsidiary and the Company overall. The weighting percentage reflects the
       relative weight given to each performance measure.

       PERFORMANCE MEASURES FOR SUBSIDIARY PARTICIPANTS

       o  40% Weighting: each subsidiaries' Return On Revenues (earnings before
          taxes divided by total revenues)
       o  20% Weighting: each subsidiaries' Growth in Total Revenues Over Prior
          Year
       o  40% Weighing: each subsidiaries' Return On Net Assets (earnings before
          interest and taxes divided by the average net of total assets less
          current liabilities)

       PERFORMANCE MEASURES FOR CORPORATE PARTICIPANTS

       o  40% Weighting: the Company's Growth in Earnings Per Share Over Prior
          Year
       o  20% Weighting: the Company's Growth in Total Revenues Over Prior Year
       o  40% Weighting: the Company's Return On Equity (earnings after interest
          and taxes divided by average shareholder equity)
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                 INCENTIVE COMPENSATION PLAN FOR 2000 ("PLAN")

       The CEO will establish at the beginning of the Plan year for each
       subsidiary and the Company a minimum and maximum target range for each
       performance measure. Each subsidiary will have unique targets. The
       Compensation Committee will review performance measures and targets for
       subsidiaries and will review and approve performance measures and targets
       for the Company. The CEO will approve measures and targets for each
       subsidiary. Targets will be communicated to Plan Participants.

5.     COMPUTATION OF AWARDS

       An IC Plan Calculation Form will be prepared annually for each subsidiary
       and the Company listing Participants, their base salary, and their
       Maximum IC Amount. This form will include tables for use in calculating
       the Earned IC Amount of each Participant based on the level of attainment
       of each performance target by a subsidiary or the Company for the Plan
       Year.

       The minimum range of either the Return on Revenue or the Return on Net
       Assets target must be met or exceeded by a subsidiary before any portion
       of the Maximum IC Amount is earned by Participants employed by that
       subsidiary. If the minimum of at least one of these targets is not met or
       exceeded, the Earned IC Amount by all Participants employed by that
       subsidiary will be zero. Similarly the Company must met or exceed the
       minimum Growth in EPS or Return on Equity or the Earned IC Amount of all
       Corporate Participants will be zero.

       Computation of each entity's performance against the Return on Revenue,
       Return on Net Assets or Earnings Per Share targets will be net of (after)
       provision for the total of the Earned IC Amounts for that entity.

       The CEO may authorize the use by a subsidiary of separate performance
       measures and targets for that subsidiary or for certain of its
       Participants provided their use is, in the best business judgment of the
       CEO, compatible and consistent with the purpose and provisions of this
       Plan.

       In addition to the Earned IC Amount a Participant may earn under this
       Plan, the Compensation Committee may, in its sole discretion, make
       additional discretionary awards to a Participant to recognize significant
       individual contributions. This discretionary award may not be more than
       thirty percent of the Participant's Maximum IC Amount.

       The Compensation Committee, in conjunction with the CEO, may for the
       purposes of this Plan adjust the financial results of a subsidiary or the
       Company to eliminate extraordinary charges or credits to earnings
       provided such charges or credits are in the reasonable business judgment
       of the Compensation Committee caused by events materially beyond the
       control of the Participants employed by that entity.

       Individuals may be named by the CEO as a Participant in the Plan after
       the beginning of the Plan year. Their Maximum IC Amount will be a
       percentage of their base salary when they become Participants prorated to
       reflect that portion of the Plan year for which they were a Participant.

6.     PAYMENT OF AWARDS

       Earned IC Amounts will be determined after the audited financial
       statements of the Company for the Plan year are complete, and paid in
       cash as soon as practical thereafter. A Participant must be an employee
       in good standing on the last day of the Plan year in order to receive
       their Earned IC Amount, except that Participants who die, retire, or
       become disabled in the Plan year will receive a prorated amount based on
       the portion of the Plan year for which they were a Participant. Prior to
       payment of such amounts, the Compensation Committee will review and
       certify the Earned IC Amounts for all Participants. Amounts due
       Participants under the Plan are an unfunded, general obligation of the
       Company.

7.     ADMINISTRATION OF PLAN

       The Compensation Committee, in conjunction with the CEO, administers the
       Plan. The Committee reserves the right to amend or terminate the Plan at
       any time. If the Plan is amended or terminated and as a consequence the
       Earned IC Amount of any Participant which would have otherwise been
       earned is eliminated, a part year Earned IC Amount shall be determined
       for each so affected Participant and such amount should be paid in cash
       to such Participants within thirty (30) calendar days of amendment or
       termination. Such part year Earned IC Amount shall be determined by using
       the un-audited year to date financial statements of the Company to
       estimate (including making provision for annualizing part year results)
       what each such Participant's full year Earned IC Amount would have been
       absent the amendment or termination, and this full year amount shall be
       prorated to a part year Earned IC Amount based on the number of full
       elapsed months of the Plan year prior to amendment or termination divided
       by twelve.

                                       END

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