exv10w10



 




Exhibit 10.10





Integrated Electrical Services, Inc.

2006 Equity Incentive Plan

Option Award Agreement




          THIS OPTION AWARD AGREEMENT (“Agreement”) is
made and entered into as of May 16,
2006 (“Grant Date”) by and between Integrated Electrical Services, Inc., a Delaware
corporation (“Company”), and C. Byron Snyder (“Optionee”) pursuant to the terms and
conditions of the Integrated Electrical Services, Inc. 2006 Equity Incentive Plan (“Plan”).




SECTION 1. GRANT OF OPTION AWARD.



(a) Option Award. On the terms and conditions set forth in this Agreement and the Plan, the
Company grants to the Optionee on the Grant Date an option to purchase a number of Shares at the
Exercise Price, as set forth below. This option is intended to be a nonqualified stock option.




	 	 	 	 	 	 	 	 	 
	Tranche	 	Shares1	 	Exercise Price 	 	Vesting
	A

	 	 	29,412	 	 	the greater of
$15.002
or 150% of the Fair
Market Value of
Company common
stock on the Grant
Date
	 	See Section 2 herein
	 
	 	 	 	 	 	 	 	 
	B

	 	 	22,059	 	 	the greater of
$25.003
or 250% of the Fair
Market Value of
Company common
stock on the Grant
Date
	 	See Section 2 herein





(b) Equity Incentive Plan and Defined Terms. This option 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 Plan’s 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 9 of this
Agreement.



(c) Exercisability. Subject to the terms and conditions set forth in this Agreement and the Plan,
this option or a portion thereof may be exercised (i) prior to its expiration and (ii) on or






 




			
	1	 	The number of option shares assumes that, on
the grant date, 15,404,172 shares of Company common stock are outstanding,
including reserved restricted shares (which reflects the anticipated adjustment
in the Company common shares made in connection with the Chapter 11 plan). The
number of option shares shall be adjusted equitably upon any change in the
number of outstanding Company common shares as of the effective date of the
Chapter 11 Plan.
	 
	2	 	The exercise price assumes that, on the grant
date, 15,404,172 shares of Company common stock are outstanding, including
reserved restricted shares (which reflects the anticipated adjustment in the
Company common shares made in connection with the Chapter 11 plan). The
exercise price shall be adjusted equitably upon any change in the number of
outstanding Company common shares as of the effective date of the Chapter 11
Plan.
	 
	3	 	See Footnote 2 above.




 









 









after the time this option or a portion thereof is vested pursuant to the vesting provisions set
forth in Section 2 herein.



(d) Scope of this Agreement. This Agreement shall apply both to this option and to the Shares
acquired upon the exercise of this option.




SECTION 2. VESTING



(a) This option shall vest according to the following schedule:




	 	 	 
	Tranche	 	Vesting Schedule
	A

	 	100% vested on the Grant Date
	 
	 	 
	B

	 	100% vested if, on the ninetieth (90th) day after the grant
date (the “Retention Vesting Date”), at least 90% of the
presidents of the Company’s subsidiaries, as of February 13,
2006, are employed with the Company on the Retention Vesting
Date (excluding for purposes of such calculation such
presidents that are no longer employed by the Company or its
subsidiaries by reason of death, disability or termination by
the Board without cause on or prior to the Retention Vesting
Date)4






SECTION 3. TERM AND EXPIRATION.



(a) Basic Term. Subject to earlier termination as set forth herein, the exercise period of this
option shall expire ten (10) years after the Grant Date (the “Term”).



(b) Termination of Service (except for Cause). In the event Optionee’s Service terminates for any
reason other than for Cause, then this option to the extent vested as of the date of such
termination shall expire on the earliest of: (i) the expiration of the Term, (ii) twelve (12)
months following such termination as a result of death or Disability, and (iii) three (3) months
following such termination for any other reason, but if such termination is by the Company other
than for Cause, then the later of three (3) months following such termination and February 13,
2008. This option to the extent unvested as of the date of such termination shall immediately
expire and lapse upon such termination.



(c) Termination of Service (for Cause). In the event Optionee’s Service is terminated for Cause or
Cause exists on the date Optionee’s Service terminates, then this option on the date of such
termination (whether vested or unvested and including any exercised portion of this option for
which Shares have not been delivered to the Optionee) shall be cancelled and forfeited immediately
on the date of such termination, and the Company shall return to the Optionee the price (if any)
paid for such undelivered Shares. Should a Optionee die or have a Disability at a time when Cause
exists but prior to the date the Optionee’s Service is terminated for Cause, this option on the
date of such termination (whether vested or unvested and including any exercised portion of this
option for which Shares have not been delivered to the Optionee) shall be cancelled and forfeited
immediately as of the date of the Optionee’s death of Disability and the






 




			
	4	 	The list of the presidents of the
Company’s subsidiaries, as of February 13, 2006, is annexed herein as
Exhibit A.




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Company shall return to the Optionee or Eligible Representative, as applicable, the price (if any)
paid for such undelivered Shares.




SECTION 4. TRANSFER OR ASSIGNMENT OF OPTION.



This option may not be transferred, assigned, pledged or hypothecated by any Optionee during the
Optionee’s lifetime, whether by operation of law or otherwise, or be made subject to execution,
attachment or similar process, except by beneficiary designation, will or the laws of descent and
distribution. Subject to the limitations contained herein, this option may be exercised during the
lifetime of the Optionee only by the Optionee or by the Optionee’s Eligible Representative. This
option shall not be transferable, except in the case of a transfer by the Optionee with the prior
written consent of the Committee in its sole discretion.




SECTION 5. EXERCISE.



(a) Exercise Procedure. An exercisable option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary of the Company of all of the following prior to the
time when this option or such portion expires or is otherwise cancelled under the Plan or the
Agreement:





	 	(i)	 	Notice in writing signed by the holder or his or her Eligible Representative,
stating that this option or portion thereof is exercised, and specifically stating the
number of Shares with respect to which this option or a portion thereof is being
exercised;
	 
	 	(ii)	 	Full payment of the aggregate exercise price of the Shares with respect to
which this option (or portion thereof) is thereby exercised in accordance with any
method prescribed by Section 6 herein;
	 
	 	(iii)	 	The payment to the Company of all amounts necessary to satisfy any and all
federal, state and local tax withholding requirements arising in connection with the
exercise of this option (or a portion thereof) in accordance with any method prescribed
by the Plan and this Agreement; and
	 
	 	(iv)	 	Such representations and documents as the Committee deems necessary or
advisable to effect compliance with all applicable provisions of the Securities Act and
any other federal or state securities laws or regulations. The Committee may, in its
sole discretion, also take whatever additional actions it deems appropriate to effect
such compliance including, without limitation, placing legends on share certificates
and issuing stop-transfer orders to transfer agents and registrars.




In the event that this option or portion thereof shall be exercised pursuant to this Section 5 by
any person or persons other than the Optionee, appropriate proof of the right of such person or
persons to exercise this option or portion thereof shall be provided to the Company as a condition
to such exercise.




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(b) Issuance of Shares. After completing the procedures set forth in Section 5, the Company shall
cause to be issued a certificate or certificates for the Shares as to which this option or a
portion thereof has been exercised, registered in the name of the person exercising this option or
a portion thereof (or in the names of such person and his or her spouse as community property or as
joint tenants with right of survivorship).



(c) Withholding Requirements. As a condition to the receipt or purchase of Shares pursuant to this
option, Optionee shall make such arrangements as the Committee may require for the satisfaction of
any federal, state, local or foreign withholding obligations that may arise in connection with such
receipt or purchase. The Optionee shall also make such arrangements as the Committee may require
for the satisfaction of any federal, state, local or foreign withholding obligations that may arise
in connection with the disposition of Shares acquired pursuant to this option.




SECTION 6. PAYMENT FOR SHARES



(a) Cash or Check. All or part of the Exercise Price and any applicable withholding requirements
may be paid in cash or by check.



(b) Alternative Methods of Payment. All or any part of the Exercise Price and any applicable
withholding requirements may be paid by one or more of the following methods:




     (i) Surrender of Shares. At the discretion of the Optionee, all or any part of the Exercise
Price and any applicable withholding requirements may be paid by surrendering, or attesting to the
ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to
the Company in good form for transfer and shall be valued at their Fair Market Value on the date
when the option or a portion thereof is exercised. Notwithstanding the foregoing, the Optionee
shall not surrender, or attest to the ownership of, Shares in payment of any portion of the
Exercise Price (or withholding) if such action would cause the Company or any Subsidiary to
recognize an additional compensation expense with respect to the option for financial reporting
purposes, unless the Committee consents thereto.



     (ii) Net Exercise. At the discretion of the Optionee, payment of all or any portion of the
Exercise Price and any applicable withholding requirements may be made by reducing the number of
Shares otherwise deliverable pursuant to the option by the number of such Shares having a Fair
Market Value equal to the Exercise Price and any applicable withholding requirement.
Notwithstanding the foregoing, the Optionee shall not be permitted to pay any portion of the
Exercise Price (or withholding) in such manner if such action would cause the Company or any
Subsidiary to recognize an additional compensation expense with respect to the option for financial
reporting purposes unless the Committee consents thereto.



     (iii) Exercise/Sale. Payment may be made in whole or in part by the delivery (on a form
prescribed by the Company) of an irrevocable direction (i) to a securities broker approved by the
Company to sell Shares and to deliver all or part of the sales proceeds to the Company, or (ii) to
pledge Shares to a securities broker or lender approved by the Company as security for a



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loan, and to deliver all or part of the loan proceeds to the Company, in each case in payment
of all or part of the Exercise Price and any withholding requirements.


Should the Committee exercise its discretion to permit the Optionee to exercise this option in
whole or in part in accordance with this Section 6(b) above, it shall have no obligation to permit
such alternative exercise with respect to the remainder of this option or with respect to any other
option to purchase Shares held by the Optionee.




SECTION 7. ADJUSTMENT OF SHARES.



In the event of a Recapitalization, an adjustment shall be made to this option such that the option
shall thereafter be exercisable or payable, as the case may be, in such securities, cash and/or
other property as would have been received in respect of Shares subject to the option had the
option been exercised immediately prior to such Recapitalization and such an adjustment shall be
made successively each time any such change shall occur. In addition, in the event of any
Recapitalization, to prevent dilution or enlargement of Optionee’s rights hereunder, the Committee
shall, and will have the authority to adjust, in a fair and equitable manner, the Exercise Price
and the number and kind of shares subject to this option. Should the vesting of this option be
conditioned upon the Company’s attainment of performance conditions, the Committee may make such
adjustments to such terms and conditions of this option and the criteria therein to recognize
unusual and nonrecurring events affecting the Company or in response to changes in applicable laws,
regulations or accounting principles.




SECTION 8. MISCELLANEOUS PROVISIONS.



(a) Notification. Any notification required by the terms of this Agreement shall be given in
writing and shall be deemed effective upon personal delivery or upon deposit with the United States
Postal Service, by registered or certified mail, with postage and fees prepaid. A notice shall be
addressed to the Company at its principal executive office and to the Optionee at the address that
he or she most recently provided to the Company.



(b) Rights as a Shareholder. Neither the Optionee nor the Optionee’s representative shall have any
rights as a shareholder with respect to any Shares subject to this option until the Optionee or the
Optionee’s representative becomes entitled to receive such Shares by satisfaction of the exercise
procedures set forth herein.



(c) Tenure. Nothing in the Plan or the Agreement shall confer upon a Optionee any right to
continue in Service for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Company (or any Subsidiary employing or retaining the Optionee) or of the
Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at
any time and for any reason, with or without Cause.



(d) Entire Agreement. This Agreement and the Plan constitute the entire contract between the
parties hereto with regard to the subject matter hereof. They supersede any other agreements,
representations or understandings (whether oral or written and whether express or implied) which
relate to the subject matter hereof.




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(e) Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver
of any other or subsequent breach or condition whether of like or different nature.



(f) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be
binding upon, the Company and its successors and assigns and upon the Optionee, the Optionee’s
assigns and the legal representatives, heirs and legatees of the Optionee’s estate, whether or not
any such person shall have become a party to this Agreement and have agreed in writing to be join
herein and be bound by the terms hereof.



(g) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Delaware, as such laws are applied to contracts entered into and performed in such
State.




SECTION 9. DEFINITIONS.



(a) “Agreement” shall mean this Option Award Agreement.



(b) “Exercise Price” shall mean the price paid by the Optionee (or as applicable, the
Eligible Representative) for the Shares under this option.



(c) “Grant Date” shall have the meaning ascribed to such term in the introduction of this
Agreement.



(d) “Optionee” shall have the meaning ascribed to such term in the introduction of this
Agreement.



(e) “Service” shall mean service as an Employee, Director or Consultant. For any purpose
under this Agreement, Service shall be deemed to continue while the Optionee is on a bona fide
leave of absence, if such leave was approved by the Company in writing or if continued crediting of
Service for such purpose is expressly required by the terms of such leave or by applicable law (as
determined by the Committee). For the avoidance of doubt, Optionee’s service to the Company and
its Subsidiaries as a consultant pursuant to the Employment and Consulting Agreement dated as of
[insert Chapter 11 effective date] shall constitute Service for purposes of this Agreement.



(f) “Term” shall have the meaning ascribed to such term in Section 3(a) herein.




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By signing below, the Optionee accepts this award, and acknowledges and agrees that this Award is
granted under and governed by the terms and conditions of the Integrated Electrical Services, Inc.
2006 Equity Incentive Plan and the Option Award Agreement.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Optionee:	 	 	 	Integrated Electrical Services, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ C. Byron Snyder

	 	 	 	By:
	 	     /s/ Curt L. Warnock	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	 Senior Vice President and General Counsel	 	 






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EXHIBIT A




	 	 	 	 	 	 	 	 	 
	Region	 	Company 	 	First_Name	 	Last_Name	 	 
	CENTRAL

	 	Bexar Electric Ltd.
	 	Bobby
	 	Neuse
	 	President
	 
	 	 	 	 	 	 	 	 
	CENTRAL

	 	Gray Electric, Pollock Summit, 
Tesla Power
	 	Nat
	 	Wrotenbery
	 	President
	 
	 	 	 	 	 	 	 	 
	CENTRAL

	 	Kayton Electric, Inc.
	 	Teddy E
	 	Kayton
	 	President
	 
	 	 	 	 	 	 	 	 
	CENTRAL

	 	Menninga Electric, Inc.
	 	Norman
	 	Vos
	 	President
	 
	 	 	 	 	 	 	 	 
	CENTRAL

	 	Mills Electric LP
	 	Dale
	 	Payne
	 	President
	 
	 	 	 	 	 	 	 	 
	CENTRAL

	 	Neal Electric of Austin
	 	Paul
	 	Carl
	 	President
	 
	 	 	 	 	 	 	 	 
	CENTRAL

	 	Riviera Electric
	 	Lynn
	 	Martin
	 	President
	 
	 	 	 	 	 	 	 	 
	NORTH

	 	ARC Electric, Inc.
	 	Robert
	 	Warwick
	 	President
	 
	 	 	 	 	 	 	 	 
	NORTH

	 	Bryant Electric Company, Inc.
	 	Jose
	 	Suarez
	 	President
	 
	 	 	 	 	 	 	 	 
	NORTH

	 	Commercial Electrical
Contractors, Inc.
	 	John
	 	Duquette
	 	President
	 
	 	 	 	 	 	 	 	 
	NORTH

	 	Mid-States Electric Company,
Inc.
	 	Robert (“Robbie”)
	 	Aspden
	 	President
	 
	 	 	 	 	 	 	 	 
	NORTH

	 	Newcomb Electric Company,
Inc.
	 	Richard A
	 	Newcomb
	 	President
	 
	 	 	 	 	 	 	 	 
	NORTH

	 	Pan American Electric, Inc.
	 	David
	 	Dorris
	 	President
	 
	 	 	 	 	 	 	 	 
	NORTH

	 	Paulin Electric, Inc.
	 	Stanley (“Butch”)
	 	Paulin
	 	President
	 
	 	 	 	 	 	 	 	 
	NORTH

	 	Primo/PrimeNet
	 	Craig
	 	DiGregorio
	 	President
	 
	 	 	 	 	 	 	 	 
	NORTH

	 	Thomas Popp & Company
	 	Bill
	 	Beischel
	 	President
	 
	 	 	 	 	 	 	 	 
	NORTH

	 	Valentine Electrical, Inc.
	 	Michael H
	 	Valentine
	 	President
	 
	 	 	 	 	 	 	 	 
	SOUTH

	 	Aladdin-Ward Electric & Air,
Inc.
	 	David
	 	Hicks
	 	President
	 
	 	 	 	 	 	 	 	 
	SOUTH

	 	Amber Electric, Inc.
	 	Roger
	 	Scroggins
	 	President
	 
	 	 	 	 	 	 	 	 
	SOUTH

	 	Daniel Electrical
Contractors, Inc.
	 	Anthony D
	 	Gervasio, Sr.
	 	President
	 
	 	 	 	 	 	 	 	 
	SOUTH

	 	Davis Electrical
Constructors, Inc.
	 	William
	 	Byrd
	 	President
	 
	 	 	 	 	 	 	 	 
	SOUTH

	 	Haymaker
	 	Carmon
	 	Colvin
	 	President
	 
	 	 	 	 	 	 	 	 
	SOUTH

	 	Mark Henderson
	 	(Open)
	 	 	 	President
	 
	 	 	 	 	 	 	 	 
	WEST

	 	Cross State Electric, Inc.
	 	Donn
	 	Cross
	 	President
	 
	 	 	 	 	 	 	 	 
	WEST

	 	Electro-Tech, Inc.
	 	Michael J
	 	Bertoldi
	 	President






8









 






	 	 	 	 	 	 	 	 	 
	Region	 	Company 	 	First_Name	 	Last_Name	 	 
	WEST

	 	Federal Communications
Group, Inc.
	 	Don
	 	Fishstein
	 	President
	 
	 	 	 	 	 	 	 	 
	WEST

	 	Hatfield-Reynolds Electric
Co., Inc.
	 	Claude (“Ernie”)
	 	Reynolds
	 	President
	 
	 	 	 	 	 	 	 	 
	WEST

	 	Mitchell Electric Company,
Inc.
	 	Michael
	 	Hession
	 	President
	 
	 	 	 	 	 	 	 	 
	WEST

	 	Murray Electrical
Contractors, Inc.
	 	Gary
	 	Swanson
	 	President
	 
	 	 	 	 	 	 	 	 
	WEST

	 	New Tech Electric
	 	Wade
	 	Parkin
	 	President
	 
	 	 	 	 	 	 	 	 
	WEST

	 	Rodgers Electric *
	 	Dan
	 	Stevens
	 	General Manager
	 
	 	 	 	 	 	 	 	 
	RES

	 	Houston-Stafford Electrical,
Inc.
	 	Butch
	 	Paschal
	 	President
	 
	 	 	 	 	 	 	 	 
	RES

	 	Key Electrical Supply, Inc.
	 	Mark
	 	Jensen
	 	President








 




			
	*	 	Rodgers Electric was “tucked-in” to Murray Electrical for reporting purposes.






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