Form of Stock Option Agreement (1997 Directors Stock Plan)




  
 EXHIBIT
10.12 
  
 INTEGRATED
ELECTRICAL SERVICES 
 1800 WEST LOOP SOUTH,
SUITE 500 
 HOUSTON, TEXAS 77027 
  
 [Date] 
  
 Director Stock Option Agreement 
  
 «Director Name» 
 «Director Address» 
 «Director Address» 
  
 Dear «Director Name»: 
  
 Integrated Electrical Services, Inc. (the “Company”) is pleased to inform you that you have been granted a nonqualified stock option under the Company’s 1997 Directors’ Stock Plan (the “Plan”) to buy shares of
the Common Stock of the Company as follows 
  

							
	 1. Director Grant #
	  	 	  	 	  	 
	     Grant Date 
	  	 	  	 	  	 
	     Option Price per Share 
	  	 	  	 	  	 
	     Total Number of Shares Granted 
	  	 	  	 	  	 

  
 2. Subject to the
further provisions of this Agreement, on or after the applicable Vesting Date set forth below, you shall be entitled to exercise, on a cumulative basis, the number of shares of Common Stock determined by multiplying the Total Number of Shares
Granted by the designated percentage set forth hereafter: 
  

					
	 Vesting Date

	  	Percentage Exercisable

	 	 
	[Date]	  	100%	 	 

  
 By my signature below, I hereby
acknowledge receipt of this Option granted on the date shown above, which has been issued to me under the terms and conditions of the Plan and the terms and conditions attached hereto. I further agree to conform to all of the terms and conditions of
the Option and the Plan. 
  

									
					
	Signature:	 	 	 	 	 	 Date:
	 	 

  
 INTEGRATED ELECTRICAL SERVICES,
INC. 
  

									
					
	By:	 	 	 	 	 	 Date:
	 	 

  










 To the extent vested, the Option may be exercised in whole or in part or in two or more successive parts;
provided, however, that the Option shall not be exercisable following the tenth anniversary of its Grant Date or the earlier termination of such Option as provided herein. 
  
 3. The Option may be exercised from time to time by a notice in writing of such exercise which states the Director Grant #
set forth above and the number of shares in respect of which the Option is being exercised. Such notice shall be delivered to the Secretary of the Company or addressed to the Secretary of the Company at its corporate offices in Houston, Texas. An
election to exercise shall be irrevocable. The date of exercise shall be the date the notice is hand delivered or received by the Secretary, whichever is applicable. 
  
 4. An election to exercise an Option shall be accompanied by the tender of the full purchase price of the shares of Common
Stock for which the election is made. Payment may be made (i) in cash or check acceptable to the Company, (ii) shares of Common Stock already-owned without any restriction on sale for at least six months, (iii) a combination of the foregoing, or
(iv) notice of a “cashless-broker” exercise in accordance with a Company-established policy or program for the same. If you desire to tender already-owned shares of Common Stock as payment, you must notify the Secretary in writing of the
notice of exercise of such desire and, subject to the Secretary’s confirmation that you are the record holder of such number of shares, it shall not be necessary for you to tender stock certificates to effectuate such payment of the exercise
price. The value of the number of shares tendered to exercise the Option cannot exceed the Option’s exercise price and such tendered shares shall be valued at their fair market value per share on the date of exercise of the Option. In addition,
no exercise shall be effective until you have made arrangements satisfactory to the Company to satisfy all applicable tax withholding requirements of the Company with respect to such exercise. Unless you use exercise procedure (iv) above, you may
direct the Company to satisfy any tax withholding obligation through the withholding of shares of Common Stock. 
  
 5. The Option is not transferable by you, other than by will or laws of descent and distribution, and may be exercised during your lifetime only by you;
provided, however, notwithstanding the foregoing, you may transfer the Option to a family member, trust or partnership, subject to the prior written approval of the Company concerning the terms of such transferred option. 
  
 6. In the event of your termination of membership on the Board of Directors
of the Company (“Termination”) for any reason, the Option outstanding on such date of Termination, to the extent vested on such date, may be exercised by you (or, in the event of your subsequent death, by your Heir (as defined below))
within one (1) year following such Termination, but not thereafter; however, in no event shall the Option be exercisable after the tenth anniversary of the Grant Date. To the extent the Option is not vested on your date of Termination, the Option
shall automatically lapse and be canceled unexercised as of such date. As used herein, “disability” means you are receiving benefits under Title II of the Federal Social Security Act. 
  
 7. In the event of your Termination by reason of death or disability, the
Option shall be fully vested on such date of Termination and may be exercised by you or, in the event of your death, by the person to whom your rights shall pass by will or the laws of descent and distribution (“Heir”), at any time within
the one-year period beginning on your date of death or Termination, but not thereafter; however, in no event shall the Option be exercisable after the tenth anniversary of the Grant Date. 
  
 8. This Option is subject to the terms of the Plan, which are hereby incorporated by reference. In the event of a conflict
between the terms of this Agreement and the Plan, the Plan shall be the controlling document. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Plan.