exv10w2






 Exhibit 10.2









APPENDIX A




ANNUAL INCENTIVE PLAN

FISCAL 2009 PERFORMANCE CRITERIA



This document sets forth the Performance Criteria established by the Board of Directors for
Integrated Electrical Services’ Annual Management Incentive Plan (hereinafter “Plan”) for Fiscal
2009.




I. PERFORMANCE CRITERIA



The Board has established the following Performance Criteria for Fiscal 2009 from which Awards
under this Plan shall be made pursuant to the Annual Management Incentive Plan Document:





	 	•	 	Annual Operating Income





Under the Plan, Participants are assigned an incentive award target expressed as a percent of their
annual base salary. Based upon performance against pre-determined Performance Criteria,
participants may earn a range of incentive award payouts relative to their target. A minimum
threshold performance of 90% against the pre-determined Performance Criteria target must be
achieved before any incentive is payable under the Plan.



II. INCENTIVE AWARD CALUCLATIONS





	 	A.	 	Corporate Support Services. Awards under the Plan for Corporate Support
Services will be weighted 100% on Corporate performance and calculated based upon three
factors:






	 	1.	 	Corporate Performance. Achievement of the Company’s annual
operating plan target for each Performance Criteria. There will be a Threshold
Performance level for each Performance Criteria below which no award will be
earned, and Maximum Performance level in all categories beyond which no additional
award will be earned. A participant’s annual incentive award will be increased or
decreased based on corporate performance against predetermined performance
criteria (refer to Exhibit A).






	 	a)	 	Threshold Award: The lowest award level paid,
50% of a Participant’s annual incentive target, is paid for the lowest
performance level (90%) eligible for an award under the Plan.
	 
	 	b)	 	Target Award: The award to be paid for 100%
attainment of the Performance Goal.




 









 






	 	c)	 	Maximum Award: The Maximum award under the plan
is 200% of a Participant’s annual incentive target.






	 	2.	 	Individual Performance. Attainment of individual goals and
objectives established for the Participant during the plan year. Two to three
individual goals will be set and weighted for each Participant during the plan
year. The CEO will establish individual goals and weightings for Section 16
Participants subject to review and ratification by the Committee.
	 
	 	 	 	The Committee may in its sole discretion make downward or upwards adjustments to
Awards based on “Individual Performance” considerations. The amount of the
adjustment may not be increased or decreased by an amount exceeding 50% of the
proposed incentive award. Discretionary adjustments may also be made for
leadership behaviors that significantly impact strategic and operational
initiatives of the Company; people development, and other factors as determined
by the Company. Discretionary adjustments made to Plan participants, excluding
the CEO, may not result in a net increase in Plan funding. The Committee shall
have sole discretion to increase or decrease the annual incentive award made to
the CEO.
	 
	 	3.	 	Plan Modifiers. The final component in determining
individual incentive awards under the Plan is the achievement of the Company’s
annual operating cash flow target and safety performance. One-half of a
Participant’s Annual incentive award will be modified based on the Company’s
achievement of the annual operating cash flow target (see Exhibit B) and the
remaining one-half of the Participants Annual Incentive Award will be modified
based on the Company’s Safety Performance Index (“SPI”) score (refer to Exhibit
C).






	 	B.	 	Group Support Services. Awards under the Plan for Group Support Services
will be calculated based upon the same three factors above. However, incentive awards
for Group Vice Presidents and other Group Support Services shall be weighted 50% on
achievement of Corporate performance and 50% on Group performance. A Group participant
may earn an incentive award based on achievement of Group performance targets, Corporate
performance targets, or both.





III. PAYMENT OF AWARDS



Participants will receive an annual cash incentive award paid as soon as administratively possible
after the Committee determines the amount of any such bonus to be awarded under the Plan.




 









 





EXHIBIT A

THRESHOLD, TARGET & MAXIMUM AWARD LEVELS




	 	 	 
	Percent of	 	Percent of
	Performance Goal	 	Target Award
	Achieved	 	Received
	90%
	 	50.00%
	91%
	 	55.00%
	92%
	 	60.00%
	93%
	 	65.00%
	94%
	 	70.00%
	95%
	 	75.00%
	96%
	 	80.00%
	97%
	 	85.00%
	98%
	 	90.00%
	99%
	 	95.00%
	100%
	 	100.00%
	101%
	 	105.00%
	102%
	 	110.00%
	103%
	 	115.00%
	104%
	 	120.00%
	105%
	 	125.00%
	106%
	 	130.00%
	107%
	 	135.00%
	108%
	 	140.00%
	109%
	 	145.00%
	110%
	 	150.00%
	111%
	 	155.00%
	112%
	 	160.00%
	113%
	 	165.00%
	114%
	 	170.00%
	115%
	 	175.00%
	116%
	 	180.00%
	117%
	 	185.00%
	118%
	 	190.00%
	119%
	 	195.00%
	120%
	 	200.00%






 









 






EXHIBIT B

OPERATING CASH FLOW MODIFIER




	 	 	 
	Percent of Group	 	 
	Cash Flow Target	 	Cash Flow
	Achieved	 	Modifier
	120.0% and Above
	 	120.00%
	115.0 — 119.99%
	 	115.00%
	110.0 — 114.99%
	 	110.00%
	105.0 — 109.99%
	 	105.00%
	100.0 — 104.99%
	 	100.00%
	95.0 — 99.99%
	 	95.00%
	90.0 — 94.99%
	 	90.00%
	85.0 — 85.99%
	 	80.00%
	80.0 — 84.99%
	 	70.00%
	75.0 — 79.99%
	 	60.00%
	Below 70%
	 	0%






 









 






EXHIBIT C

SAFETY MODIFIER




	 	 	 
	Safety Performance	 	Safety
	Index (SPI Score)	 	Modifier
	9.00 — 10
	 	110%
	8.50 — 9.99
	 	105%
	8.00 — 8.49
	 	100%
	7.50 — 7.99
	 	90%
	7.00 — 7.49
	 	80%
	6.50 — 6.99
	 	70%
	6.00 — 6.49
	 	60%
	5.00 — 5.99
	 	50%
	4.9 and Below
	 	0.0%