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Exhibit 10.10
 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
 Powell Industries, Inc.
 PURPOSE AND TERM
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 ADMINISTRATION
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          SHARES SUBJECT TO PLAN OR AWARDS
AND ADJUSTMENTS THEREOF
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 AWARDS OF RESTRICTED STOCK
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 provided, however, that
   ADDITIONAL PROVISIONS
 . provided, however, that provided, further, that
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      /s/ DON R. MADISONDon R. Madison, Secretary
      FORM OF RESTRICTED STOCK AGREEMENT
   1.
    
    Grant of Stock. The Company hereby grants to Grantee and Grantee hereby
accepts 2,000 shares of the Companys common stock (Shares).2.
    
    Vesting.The Shares shall become fully vested and shall no longer be subject to forfeiture as
follows:
   Notwithstanding the foregoing, the Shares shall, to the extent not then fully
vested, become fully vested and shall no longer be subject to forfeiture:
    As used in this Agreement, Liquidation Event shall mean the occurrence of either
of the following:
   3.
    
    Forfeiture of Unvested Shares Upon Termination or Attempted Transfer. Upon the
occurrence of (i) Grantees ceasing to be a director of the Company for any or no
reason except death or Disability of the Grantee or, with respect to Shares granted
after the annual stockholder meeting immediately preceding such retirement, the
retirement of Grantee from the Board or (ii) any attempted transfer by the Grantee to a
third party of Shares that are not yet fully vested and no longer subject to
forfeiture, the Company shall, upon the date of such termination or attempted transfer
(as such date is reasonably fixed
      and determined by the Company) cancel such portion of the Shares as are not fully
vested in accordance with Section 2 above (Forfeited Shares), and Grantee shall
forfeit and have no further right to or interest in or claim regarding the Forfeited
Shares. Upon such cancellation and forfeiture, Grantee, or Grantees
representative, shall immediately surrender to the Company for cancellation the
share certificate(s) representing the Forfeited Shares. Notwithstanding Grantees
failure to surrender for cancellation the share certificate(s) representing the
Forfeited Shares, Grantee hereby grants to the Secretary of the Company all right,
power and authority on behalf of Grantee to cause, and the Secretary of the Company
shall cause, the Forfeited Shares to be cancelled on the official stock register of
the Company, which stock register shall be conclusive evidence of ownership of any
and all of the Companys outstanding capital stock, including the Shares as
applicable.4.
    
    Restrictions on Transfer.Grantee shall not transfer, encumber or otherwise dispose of any of the Shares (or
any beneficial interest therein) in any way until the date such Shares are fully
vested and no longer subject to forfeiture.Notwithstanding Section 5(a) above, Grantee shall not transfer or dispose of the
shares unless (i) there is then in effect a registration statement under the
Securities Act of 1933 or any successor thereto (Securities Act) covering such
proposed disposition and such disposition is made in accordance with such
registration statement or (ii) Grantee shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed statement
of the circumstances surrounding the proposed disposition, and if reasonably
requested by the Company, such Grantee shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company, that such disposition
will be exempt from registration under the Securities Act.5.
    
    Legends. The share certificate evidencing the Shares issued hereunder shall be
endorsed with the following legends (in addition to any other legends required by the
Plan or under applicable federal and state securities laws):
   Grantee shall surrender, upon demand of the Company therefor, any certificate
evidencing the Shares that does not bear any legend required hereunder or by the
Plan so
      that such legend may be placed on such certificate or a new certificate issued
bearing the required legends.6.
    
    Tax Withholding and Other Tax Matters. The Company shall have the right to
withhold from any issuance of Shares all federal, state, city or other taxes as may be
required pursuant to any statute or governmental regulation or filing. In connection
with such withholding, the Company may make any arrangement it deems appropriate.
Grantee acknowledges its obligations to review with Grantees own tax advisors the
federal, state, local and foreign tax consequences of this grant and the transactions
contemplated by this Agreement and particularly the consequences with regard to making
any election under Section 83(b) of the Internal Revenue Code. Grantee is relying
solely on such advisors and not on any statements or representations of the Company or
any of its agents. Grantee understands that Grantee (and not the Company) shall be
responsible for Grantees own tax liability that may arise as a result of this grant or
the transactions contemplated by this Agreement and shall be required to pay to the
Company any such liability.
  7.
    
    General Provisions.THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE INTERNAL LAWS OF THE STATE
OF TEXAS (WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PROVISIONS) AS SUCH LAWS ARE
APPLIED TO AGREEMENTS BETWEEN TEXAS RESIDENTS ENTERED INTO AND TO BE PERFORMED
ENTIRELY WITHIN TEXAS.
      provided, however, that
   Powell Industries, Inc.By:[Name of Grantee]Its:Address:
    
    Address:8550 Mosley DriveHouston, Texas 77075{Please provide address for notice purposes}
      CONSENT OF SPOUSE
 
 
 Spouse of Grantee(Signature)(Print Name)