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Exhibit 10.7    
    


INDEMNIFICATION AGREEMENT  


        This INDEMNIFICATION AGREEMENT is made as
of                        and is entered into by and between Integrated Electrical Services, Inc., a Delaware
corporation (the "Company"), and                        ("Indemnitee"). 


R E C I T A L S:  


        WHEREAS, the certificate of incorporation and bylaws of the Company provide for the indemnification of the Company's directors and executive officers to the
maximum extent permitted from time to time under applicable law and, along with the Delaware General Corporation Law, contemplate that the Company may enter into agreements with respect to such
indemnification; and 


        WHEREAS,
the Board of Directors of the Company has concluded that it is reasonable, prudent and in the best interests of the Company s stockholders for the Company to contractually
obligate itself to indemnify certain of its Authorized Representatives (defined below) so that they will serve or continue to serve with greater certainty that they will be adequately protected. 


        NOW,
THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee
hereby agree as follows: 


        1.    Definitions.    For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires, the following terms shall have the following respective meanings: 



        "Authorized
Representative" means (i) a director, officer, employee, agent or fiduciary of the Company or any Subsidiary and (ii) a person serving at the request of the
Company or any Subsidiary as a director, officer, employee, fiduciary or other representative of another Enterprise. 



        "Enterprise"
means any corporation, partnership, limited liability company, association, joint venture, trust, employee benefit plan or other entity. 


        "Expenses"
means all expenses, including (without limitation) reasonable fees and expenses of counsel. 


        "Liabilities"
means all liabilities, including (without limitation) the amounts of any judgments, fines, penalties, excise taxes and amounts paid in settlement. 


        "Proceeding"
means any threatened, pending or completed claim, action (including any action by or in the right of the Company), suit or proceeding (whether formal or informal, or civil,
criminal, administrative, legislative, arbitrative or investigative) in respect of which Indemnitee is, was or at any time becomes, or is threatened to be made, a party, witness, subject or target, by
reason of the fact that Indemnitee is or was an Authorized Representative or a prospective Authorized Representative. 


        "Subsidiary"
means, at any time, (i) any corporation of which at least a majority of the outstanding voting stock is owned by the Company at such time, directly or indirectly
through subsidiaries, and (ii) any other Enterprise in which the Company, directly or indirectly, owns more than a 50% equity interest at such time. 




        2.    Interpretation.    (a) In this Agreement, unless a clear contrary intention
appears: 



          (i)  the
singular number includes the plural number and vice versa; 


         (ii)  reference
to any gender includes each other gender; 


        (iii)  the
words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; 








 




        (iv)  unless
the context indicates otherwise, reference to any Section means such Section hereof; and 


         (v)  the
words "including" (and with correlative meaning "include") means
including, without limiting the generality of any description preceding such term. 




        (b)   The
Section headings herein are for convenience only and shall not affect the construction hereof. 


        (c)   No
provision of this Agreement shall be interpreted or construed against any party solely because that party or its legal representative drafted such provision. 



        (d)   In
the event of any ambiguity, vagueness or other similar matter involving the interpretation or meaning of this Agreement, this Agreement shall be liberally construed
so as to provide to Indemnitee the full benefits contemplated hereby. 


        (e)   If
the indemnification to which Indemnitee is entitled as respects any aspect of any claim varies between two or more provisions of this Agreement, that provision
providing the most comprehensive indemnification shall apply. 


        3.    Limitation on Personal Liability.    To the fullest extent permitted by applicable
law, Indemnitee shall not be personally liable to the Company or its stockholders or third parties for monetary damages for breach of fiduciary duty as a director or officer of the Company or for
actions taken as a director or officer of the Company, provided that the foregoing shall not eliminate or limit the liability of Indemnitee
(i) for any breach of Indemnitee s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174, as amended, of the Delaware General Corporation Law relating to unlawful dividend payments and unlawful stock purchases or redemptions or
(iv) for any transaction from which Indemnitee derived an improper personal benefit. 


        4.    Indemnity.    (a) Subject to the following provisions of this Agreement, the
Company shall hold harmless and indemnify Indemnitee against all Expenses and Liabilities actually incurred by Indemnitee in connection with any Proceeding; provided,
however, that no indemnity shall be paid by the Company pursuant to this Agreement: 



          (i)  for
amounts actually paid to Indemnitee pursuant to one or more policies of directors and officers liability insurance maintained by the Company or pursuant to a trust
fund, letter of credit or other security or funding arrangement provided by the Company; provided, however, that if it should
subsequently be determined that Indemnitee is not entitled to retain any such amount, this clause (i) shall no longer apply to such amount; 


         (ii)  in
respect of remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that payment of such remuneration was in
violation of applicable law; 


        (iii)  on
account of Indemnitee s conduct which is finally adjudged to constitute willful misconduct or to have been knowingly fraudulent, deliberately dishonest or from
which the Indemnitee derives an improper personal benefit; or 


        (iv)  on
account of any suit in which final judgment is rendered against Indemnitee for an accounting of profits made from the sale or purchase by Indemnitee of securities of
the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended. 




        (b)   If
Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for only a portion (but not, however, for the total amount) of any
Expenses or Liabilities actually incurred by Indemnitee in connection with any Proceeding, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses and Liabilities to which
Indemnitee is entitled. 


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If
the indemnification provided for herein in respect of any Expenses or Liabilities actually incurred by Indemnitee in connection with any Proceeding is finally determined by a court of competent
jurisdiction to be prohibited by applicable law, then the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount paid or payable by Indemnitee as a result of such Expenses and
Liabilities in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and Indemnitee on the other hand from the events, circumstances,
conditions, happenings, actions or transactions from which such Proceeding arose, (ii) the relative fault of the Company (including its other Authorized Representatives) on the one hand and of
Indemnitee on the other hand in connection with the events, circumstances and happenings which resulted in such Expenses and Liabilities, such relative fault to be determined by reference to, among
other things, the parties relative intent, knowledge, access to information and opportunity to correct or prevent the events, circumstances and/or happenings resulting in such Expenses and
Liabilities, and (iii) any other relevant equitable considerations, it being agreed that it would not be just and equitable if such contribution were determined by pro rata or other method of
allocation which does not take into account the foregoing equitable considerations. 


        (c)   The
indemnification provided herein shall be applicable only to Proceedings commenced after the date hereof, regardless, however, of whether they arise from acts,
omissions, facts or circumstances occurring before or after the date hereof. 


        (d)   The
indemnification provided herein shall be applicable whether or not negligence of Indemnitee is alleged or proved, and regardless of whether such negligence be
contributory or sole. 


        (e)   Amounts
paid by the Company to Indemnitee under this Section 4 are subject to refund by Indemnitee as provided in Section 8. 


        5.    Notification and Defense of Claims.    (a) Promptly after the receipt by
Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the
commencement of such Proceeding; provided, however, that the omission to so notify the Company will not relieve the Company (i) from any
liability which it may have to Indemnitee under this Agreement unless, and then only to the extent that, such omission results in insufficient time being available to permit the Company or its counsel
to effectively defend against or make timely response to any loss, claim, damage, liability or expense resulting from such Proceeding or otherwise has a material adverse effect on the Company s
ability to promptly deal with such loss, claim, damage, liability or expense or (ii) from any liability which it may have to Indemnitee otherwise than under this Agreement. 


        (b)   The
following provisions shall apply with respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof: 



          (i)  The
Company shall be entitled to participate therein at its own expense. 


         (ii)  Except
as otherwise provided below, to the extent it may elect to do so, the Company (jointly with any other indemnifying party similarly notified) will be entitled to
assume the defense thereof, with counsel of its own selection reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the
Company will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of
investigation or as otherwise provided below. Indemnitee shall have the right to employ separate counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the
Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (1) the employment of separate counsel by Indemnitee has been authorized by the Company;
(2) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding; or (3) the 



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Company
shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the reasonable fees and expenses of Indemnitee s counsel shall be borne by the Company.
The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in
(2) above. Nothing in this subparagraph (ii) shall affect the obligation of the Company to indemnify Indemnitee against Expenses and Liabilities paid in settlement for which it is
otherwise obligated hereunder. 


        (iii)  The
Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceedings or claims effected without its prior
written consent. The Company shall not settle any Proceeding or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee s prior written consent. Neither the
Company nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement. 




        6.    Advancement of Expenses, etc.    If requested to do so by Indemnitee with respect
to any Proceeding, the Company shall advance to or for the benefit of Indemnitee, prior to the final disposition of such Proceeding, the Expenses actually incurred by Indemnitee in investigating,
defending or appealing such Proceeding. Any judgments, fines or amounts to be paid in settlement of any Proceeding shall also be advanced by the Company upon request by Indemnitee. Advances made by
the Company under this Section 6 are subject to refund by Indemnitee as provided in Section 8. 


        7.    Right of Indemnitee to Bring Suit.    (a) If a claim for indemnification or
a claim for an advance under this Agreement is not paid in full by the Company within 30 days after receipt by the Company from Indemnitee of a written request or demand therefor, Indemnitee
may bring suit against the Company to recover the unpaid amount of the claim. If, in any such action, Indemnitee makes a prima facie showing of entitlement to indemnification under this Agreement, the
Company shall have the burden of proving that indemnification is not required under this Agreement. The only defense to any such action shall be that indemnification is not required by this Agreement. 


        (b)   In
the event that any action is instituted by Indemnitee to enforce Indemnitee s rights or to collect monies due to Indemnitee under this Agreement and if Indemnitee is
successful in such action, the Company shall reimburse Indemnitee for all Expenses incurred by Indemnitee with respect to such action. 


        8.    Repayment Obligation of Indemnitee.    If the Company advances or pays any amount
to Indemnitee under Section 4, 6 or 7 and if it shall thereafter be finally adjudicated that Indemnitee was not entitled to be indemnified hereunder for all or any portion of such amount,
Indemnitee shall promptly repay such amount or such portion thereof, as the case may be, to the Company. If the Company advances or pays any amount to Indemnitee under Section 4, 6 or 7 and if
Indemnitee shall thereafter receive all or a portion of such amount under one or more policies of directors and officers liability insurance maintained by the Company or pursuant to a trust fund,
letter of credit or other security or funding arrangement provided by the Company, Indemnitee shall promptly repay such amount or such portion thereof, as the case may be, to the Company. 



        9.    Changes in Law.    If any change after the date of this Agreement in any applicable
law, statute or rule expands the power of the Company to indemnify Authorized Representatives, such change shall be within the purview of Indemnitee s rights and the Company s obligations under this
Agreement. If any change after the date of this Agreement in any applicable law, statute or rule narrows the right of the Company to indemnify an Authorized Representative, such change shall, to the
fullest extent permitted by applicable law, leave this Agreement and the parties rights and obligations hereunder unaffected. 


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        10.    Continuation of Indemnity.    All agreements and obligations of the Company
hereunder shall continue during the period Indemnitee is an Authorized Representative, and shall continue after Indemnitee has ceased to occupy such position or have such relationship so long as
Indemnitee shall be subject to any possible Proceeding. 


        11.    Nonexclusivity.    The indemnification and other rights provided by any provision
of this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under (i) any statutory or common law, (ii) the Company s certificate of
incorporation, (iii) the Company s bylaws, (iv) any other agreement or (v) any vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee s
official capacity and as to action in another capacity while occupying any of the positions or having any of the relationships referred to in this Agreement. Nothing in this Agreement shall in any
manner affect, impair or compromise any indemnification Indemnitee has or may have by virtue of any agreement previously entered into between Indemnitee and the Company. 


        12.    Severability.    If any provision of this Agreement shall be held to be invalid,
illegal or unenforceable (i) the validity, legality or enforceability of the remaining provisions of this Agreement shall not be in any way affected or impaired thereby and (ii) to the
fullest extent possible, the provisions of this
Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. Each provision of this Agreement is a separate and independent
portion of this Agreement. 


        13.    Modification and Waiver.    No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties. No waiver of any of the provisions of this Agreement shall be binding unless executed in writing by the person making the
waiver nor shall such waiver constitute a continuing waiver. 


        14.    Notices.    All notices, requests, demands and other communications hereunder
shall be in writing and shall be addressed (i) if to the Company, at its principal office address as shown on the signature page hereof or such other address as it may have designated by
written notice to Indemnitee for purposes hereof, directed to the attention of the Secretary and (ii) if to Indemnitee, at Indemnitee s address as shown on the signature page hereof or to such
other address as Indemnitee may have designated by written notice to the Company for purposes hereof. Each such notice or other communication shall be deemed to have been duly given if
(a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) transmitted by facsimile transmission, at the time that
receipt of such transmission is confirmed, or (c) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed. 


        15.    Governing Law.    This Agreement shall be deemed to be a
contract made under, and shall be governed by and construed and enforced in accordance with, the internal laws of the State of Texas without regard to principles of conflicts of
law.


        16.    Heirs, Successors and Assigns.    (a) This Agreement shall be binding upon,
inure to the benefit of and be enforceable by (i) Indemnitee and Indemnitee s personal or legal representatives, executors, administrators, heirs, devisees and legatees and (ii) the
Company and its successors and assigns. This Agreement shall not inure to the benefit of any other person or Enterprise. 



        (b)   The
Company agrees to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession
had taken place. As used herein, the term "Company" shall include any successor to its business and/or assets as 


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aforesaid
which executes and delivers the assumption and agreement provided for in this Section 16 or which otherwise becomes bound by all terms and provisions of this Agreement by operation of
law. 


        ENTERED
into on the day and year first above written. 



	 	 	THE COMPANY:
	

 	
 	
INTEGRATED ELECTRICAL SERVICES, INC.
	

 	
 	

By:	

 
	 	 	 	

	 	 	Address:	1800 West Loop South, Suite 500

Houston, Texas 77027
	 	 	Facsimile:	(713) 860-1599
	

 	
 	
INDEMNITEE:
	

 	
 	

  	

 
	 	 	 	

	 	 	Address:	1800 West Loop South, Suite 500

Houston, Texas 77027
	 	 	Facsimile:	(713) 860-1599




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Exhibit 10.7