iesempagmtfreeman.htm


    Exhibit
10.1

    
      	 


    

     

    EMPLOYMENT AGREEMENT

     

     

    THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on March 29, 2010 (the “Effective Date”), by and between Integrated Electrical
Services, Inc. (the “Company”) and Terry L. Freeman (the “Executive”).

     

    WHEREAS, the Company desires to employ Executive as Senior
Vice President & Chief Financial Officer of the Company from and after the
Effective Date until such date as his employment shall end pursuant to the terms
and conditions contained herein; and

     

    WHEREAS, Executive desires to be employed by the Company in
such position pursuant to the terms and conditions contained
herein;

     

    NOW, THEREFORE, for and in consideration of the mutual
promises, covenants, and undertakings contained in this Agreement, and intending
to be legally bound, the Company and Executive hereby agree as
follows:

     

    
      
        	
                I.  

              	
                Employment
  Term.

              


      

       

      Subject to Section IV.E, Executive and the Company acknowledge that
this employment relationship may be terminated at any time, upon written notice
to the other party for any reason, at the option either of the Company or
Executive.  However, as provided in this Agreement, Executive may be
entitled to certain severance benefits depending upon the circumstances of
Executive’s termination of employment.  The period Executive is
employed by the Company under this Agreement is referred to herein as the “Employment Term.”

       

      
        	
                II.  

              	
                Position.

              


      

       

      
        	
                            A.  

              	 	
                During the Employment Term, Executive shall serve as the
      Company’s Senior Vice President & Chief Financial
      Officer.  In such position, Executive shall report to the
      President & CEO of the Company and shall have the authority,
      responsibilities, and duties reasonably accorded to, expected of and
      consistent with Executive’s
position.

              


      

       

      
        	
                            B.  

              	 	
                During the Employment Term, Executive will devote Executive’s
      full business time, attention and efforts to the performance of
      Executive’s duties hereunder and will not engage in any other activity
      (for compensation or otherwise) which would, either individually or in the
      aggregate, conflict or interfere with or otherwise adversely affect the
      rendition of such performance either directly or indirectly, without the
      prior written consent of the Board of Directors of the Company (the “Board”).  The foregoing limitations shall not
      be construed as prohibiting Executive from engaging in other activities
      and making personal investments in such form or manner as will neither
      require Executive’s services in the operation or affairs of the companies
      or enterprises in which such investments are made nor violate the terms of
      Section V hereof or otherwise conflict with his responsibilities to the
      Company.

              


      

       

      
        	
                III.  

              	
                Compensation.

              


         

        
        

      

      
        	
                            A.  

              	 	
                
                  
                    Base
      Salary.  The Company shall pay Executive a base salary at
      the annual rate of $350,000, payable in accordance with the Company’s
      payroll practices (the “Base
      Salary”). Executive shall be entitled to such increases in Base
      Salary, if any, as may be determined on at least an annual basis in the
      sole discretion of the Compensation Committee of the Board (the “Compensation
      Committee”).

                  

                

              


      

    

    

      	
                          B.  

            	 	
              Annual
      Bonus.

            


    

     

    
      	
               

            	    
      1.	
              
                For
      each fiscal year (“Fiscal
      Year”) of the Company during the Employment Term, Executive shall
      be given the opportunity to earn an incentive bonus (the “Annual
      Bonus”).  Executive’s target Annual Bonus Opportunity for
      each Fiscal Year during the Employment Term shall be set by the
      Compensation Committee, in their sole discretion.  For Fiscal
      year 2010, Executive’s Annual Bonus Opportunity shall be 75% of his Base
      Salary (the “Annual
      Bonus Opportunity”), but prorated for the initial Fiscal Year of
      the Employment Term if it does not begin on the first day of such Fiscal
      Year.  The actual Annual Bonus payable to Executive with respect
      to a Fiscal Year shall be dependent upon the achievement of performance
      objectives established by the Compensation Committee and may be greater or
      less than the Annual Bonus Opportunity depending on performance objective
      results.  That portion of Executive’s Annual Bonus Opportunity
      for a Fiscal Year that is tied to objective targets established by the
      Compensation Committee may not be subsequently reduced by the Compensation
      Committee.  The Compensation Committee shall have the sole right
      to determine whether Executive may be entitled to a discretionary bonus
      and to determine the criteria to be considered in making such
      decision.  Except as otherwise provided herein, Executive must
      be an employee of the Company or an affiliate of the Company on the date
      an Annual Bonus for a Fiscal Year is paid to be eligible for payment,
      which payment shall be at the same time as annual bonuses are paid to
      other similar executives of the
Company.

              

            


    

     

    
      	 	   
      2.	
              
                Notwithstanding
      the forgoing, the Company will guarantee a minimum Annual Bonus payment of
      $75,000 for Fiscal Year 2010, payable in the form of restricted Company
      common stock under the Company’s 2006 Equity Incentive Plan, to be issued
      on or about the Effective Date (the “Restricted
      Shares”).  The number of Restricted Shares will be
      determined by dividing $75,000 by the closing price of the Company’s
      common stock on the Effective Date, then rounded down to the nearest whole
      number.  If Executive is employed by the Company on December 15,
      2010, the restrictions will lapse as of such date.  In the event
      Executive’s employment is terminated by the Company without Cause (as
      defined below), by Executive’s resignation for Good Reason (as defined
      below) or by Executive’s death prior to December 15, 2010, the
      restrictions will lapse as of the date of termination.  In the
      event Executive’s employment is terminated by the Company for Cause or by
      Executive’s resignation without Good Reason prior to December 15, 2010,
      all of the Restricted Shares will be forfeited as of the date of
      termination.  In the event Executive earns an Annual Bonus or
      any other bonus or annual incentive compensation for Fiscal Year 2010 in
      an aggregate amount in excess of $75,000, such excess amount shall be paid
      in cash.

              

            


    

     

    
      
        	
                C.  

              	 	
                Signing
      Bonus.  Executive shall receive a $50,000 signing bonus,
      payable within sixty (60) days following the Effective
      Date.

              


      

       

      
        	
                D.  

              	 	
                Long
      Term Incentive Awards.  During the Employment Term,
      Executive shall be eligible to participate in the Company’s Long-Term
      Incentive Plan, as modified, amended or replaced from time to time (the
      “LTIP”).  Executive’s
      annual long term award opportunities under the LTIP shall be determined by
      the Compensation Committee, in its sole discretion.  Executive’s
      target LTIP Opportunity for Fiscal Year 2010 shall be 125% of Executive’s
      Annual Base Salary. 

              


      

    

     

    
      
        	
                E.  

              	 	
                Employee
      Benefits.  During the Employment Term, Executive shall be
      eligible to participate in the Company’s employee benefit plans as in
      effect from time to time (collectively, “Employee
      Benefits”) on the same basis as such employee benefit plans are
      generally made available to other comparable executives of the
      Company.

              


      

       

      
        	
                 

              	  1. 	
                Vacation.  Executive
      shall be entitled to four (4) weeks of annual vacation leave (prorated for
      Executive’s initial year, if not a full year).  Such leave shall
      be administered in accordance with the Company’s vacation
      policy.

              


      

       

      
        	
                 

              	  2. 	
                Automobile
      Allowance.  During the Employment Term, Executive shall
      be entitled to an automobile allowance of $1,500 per month paid in
      accordance with the Company’s normal payroll
    practices.

              


      

    

     

    
      
        	
                F.  

              	 	
                Business
      Expenses.  During the Employment Term, reasonable
      business expenses incurred by Executive in the performance of Executive’s
      duties hereunder shall be reimbursed by the Company in accordance with the
      Company’s expense policy and Section IV.H.3
  hereof.

              


      

    

     

    
      	
              IV.  

            	
              Termination.  Notwithstanding
      any other provision of this Agreement, the provisions of this Section IV
      shall exclusively govern Executive’s rights upon termination of employment
      with the Company and its
affiliates.

            


    

     

    
      	
              A.  

            	 	
              By
      the Company for Cause or Resignation by Executive Without Good
      Reason.

            


    

     

    
      	
               

            	 
      1.  	
              The
      Employment Term and Executive’s employment hereunder may be terminated by
      the Company for Cause (as defined below) or by Executive’s resignation
      without Good Reason (as defined in Section IV.C.2
  herein);

            


    

     

    
      	
               

            	 
      2. 	
              For
      purposes of this Agreement, “Cause”
      shall mean (i) Executive’s willful and material breach of this Agreement,
      which breach either cannot be cured or, if capable of being cured, is not
      cured within ten (10) days after receipt of written notice of such breach;
      (ii) Executive’s gross negligence in the performance or intentional
      nonperformance (where such nonperformance continues for ten (10) days
      after receipt of written notice of need to cure) of any of Executive’s
      material duties and responsibilities to the Company; (iii) Executive’s
      dishonesty or fraud with respect to the business, reputation or affairs of
      the Company, which materially and adversely affects the Company
      (monetarily or otherwise); (iv) Executive’s conviction of, or a plea of
      other than not guilty to, a felony or a misdemeanor involving moral
      turpitude; (v) Executive’s confirmed drug or alcohol abuse that materially
      affects Executive’s service or materially violates the Company’s drug or
      alcohol abuse policy; (vi) Executive’s material violation of the Company’s
      personnel or similar policy, such policy having been made available to
      Executive by the Company which violation materially and adversely affects
      the Company; or (vii) Executive’s having committed any material violation
      of any federal law regulating securities (without having relied on the
      advice of the Company’s attorney) or having been the subject of any final
      order, judicial or administrative, obtained or issued by the Securities
      and Exchange Commission, for any securities violation involving fraud,
      including, for example, any such order consented to by Executive in which
      findings of facts or any legal conclusions establishing liability are
      neither admitted nor denied.

            


    

     

    
      
        	
                 

              	 
      3.	
                If
      Executive’s employment is terminated by the Company for Cause, or if
      Executive resigns without Good Reason, Executive shall be entitled to
      receive:

              


      

       

    

    
      
        	
                 

              	  a. 	
                Executive’s
      earned, but unpaid, Base Salary through the date of
      termination;

              


      

       

      
        	
                  

              	 
      b.	
                Reimbursement,
      within sixty (60) days following submission by Executive to the Company of
      appropriate supporting documentation, for any unreimbursed reasonable
      business expenses properly incurred by Executive in the performance of
      Executive’s duties in accordance with the Company’s expense policy prior
      to the date of Executive’s termination; provided claims for such
      reimbursement (accompanied by appropriate supporting documentation) are
      submitted to the Company within ninety (90) days following the date such
      expenses were incurred; and

              


      

       

      
        	
                 

              	 
      c.  	
                Such
      Employee Benefits, if any, as to which Executive may be entitled under the
      terms of the employee benefit plans of the Company (the amounts described
      in clauses (a) through (c) of this Section IV.A.3 being referred to as the
      “Accrued
      Rights”).

              


      

       

      
        
          	
                  B.  

                	 	
                  Disability
      or Death.

                


        

         

        
          	
                   

                	 
      1. 	
                  The
      Employment Term and Executive’s employment hereunder shall terminate upon
      Executive’s death and may be terminated by the Company if Executive
      becomes physically or mentally incapacitated and is therefore unable for a
      period of six (6) consecutive months or for an aggregate of nine (9)
      months in any twenty-four (24) consecutive month period to perform
      Executive’s duties hereunder (such incapacity is hereinafter referred to
      as “Disability”).  Any
      question as to the existence of a Disability of Executive as to which
      Executive and the Company cannot agree shall be determined in writing by a
      qualified independent physician mutually acceptable to Executive and the
      Company.  If Executive and the Company cannot agree as to a
      qualified independent physician, each shall appoint such a physician and
      those two physicians shall select a third who shall make such
      determination in writing.  The determination of Disability made
      in writing to the Company and Executive shall be final and conclusive for
      all purposes of the Agreement.

                


        

         

        
          	
                   

                	 
      2. 	
                  Upon
      termination of Executive’s employment hereunder for either death or
      Disability, Executive or Executive’s estate (as the case may be) shall be
      entitled to receive, subject to Section IV.G, the
    following:

                


        

      

       

      
        
          
            	
                     

                  	 
      a. 	
                    The
      Accrued Rights;

                  


          

           

          
            	
                     

                  	 
      b.  	
                    Any
      unpaid Annual Bonus for the immediately preceding Fiscal Year plus the
      current year Annual Bonus, pro rated based on the percentage of the Fiscal
      Year that shall have elapsed through the date of
      termination.  The amount of any Annual Bonus shall be as
      determined by the Compensation Committee and shall be payable at the same
      time that such respective Fiscal Year Annual Bonuses are paid to other
      similar executives of the Company;
and

                  



            	
                     

                  	  c.  	
                    
                      An
      amount, paid on the first business day of each month, equal to 100% of the
      applicable monthly COBRA premium under the Company’s group health plan,
      continued for the lesser of (i) twelve (12) months or (ii) until such
      COBRA coverage for Executive and his eligible dependents
      terminates.

                    

                  



            	
                    C.  

                  	 	
                    
                      By
      the Company Without Cause or Resignation by Executive for Good Reason
      Prior to a Change in
Control.

                    

                  


          

        

      

    

     

    
      
        	
                 

              	 
      1. 	
                
                  The Employment Term
      and Executive’s employment hereunder may be terminated by the Company
      without Cause or by Executive’s resignation for Good Reason.

                

              


      

       

      
        	
                 

              	 
      2. 	
                
                  For purposes of this
      Agreement, “Good
      Reason” shall mean (A) any material reduction in Executive’s
      position, duties, authority,  or Base Salary; (B) any relocation
      of Executive’s primary location of work that is more than fifty (50) miles
      from its location as of the Effective Date; or (C) the Company’s breach of
      a material term of this Agreement; provided that any of the events
      described in clauses (A), (B) and (C) of this Section IV.C.2 shall
      constitute Good Reason only if the Company fails to cure such event within
      thirty (30) days after receipt from Executive of written notice of the
      event which constitutes Good Reason specifying the details of such failure
      or event; provided, further, that “Good Reason” shall cease to exist for
      an event on the sixtieth (60th) day following its occurrence, unless
      Executive has given the Company written notice thereof as provided above
      prior to such sixtieth (60th) day.  If such Good Reason event is
      not timely cured, then Executive’s employment shall terminate on the first
      day following the end of the thirty (30) day cure period.

                

              


      

       

      
        	
                 

              	 
      3. 	
                If Executive’s
      employment is terminated by the Company without Cause (and other than by
      reason of Executive’s death or Disability)  or
      if Executive resigns for Good Reason, Executive shall receive from the
      Company, subject to Section
IV.G:

              


      

       

      
        
          
            	
                     

                  	 
      a.  	
                    The Accrued
      Rights;

                  


          

           

          
            	
                     

                  	 
      b.  	
                    
                      Continued
      payment of his Base Salary for twelve (12) months following the date of
      such termination, payable in accordance with the Company’s normal payroll
      practices as in effect on the date of
  termination

                    

                  



            	
                     

                  	 
      c.  	
                    
                      
                        Any
      unpaid Annual Bonus for the immediately preceding Fiscal Year plus the
      current year Annual Bonus, pro rated based on the percentage of the Fiscal
      Year that shall have elapsed through the date of
      termination.  The amount of any Annual Bonus shall be as
      determined by the Compensation Committee and shall be payable at the same
      time that such respective Fiscal Year Annual Bonuses are paid to other
      similar executives of the
Company;

                      

                    

                  


          

        

      

    

     

    
      	
               

            	 
      d.  	
              
                An
      amount, paid on the first business day of each month, equal to 100% of the
      applicable monthly COBRA premium under the Company’s group health plan,
      continued for the lesser of (i) twelve (12) months or (ii) until Executive
      becomes eligible for health benefits through subsequent
      employment;

              

            


       

      
        	
                 

              	 
      e.  	
                
                  Continuation
      of the monthly automobile allowance (as described in Section III.E.2
      herein) for twelve (12) months from the termination date or until
      Executive obtains comparable employment (as determined by the Company),
      whichever is shorter;

                

              



        	
                 

              	 
      f.  	
                
                  
                    Outplacement
      services for twelve (12) months from his termination date or until
      Executive obtains comparable employment (as determined by the Company),
      whichever is shorter.  Such outplacement services shall be
      commensurate with Executive’s position and reasonable in amount not to
      exceed $20,000;
and

                  

                

              


      

    

     

    
      	
               

            	 
      g.  	
              
                
                  Prorated
      amount of Executive’s unvested equity awards under all equity plans
      (including but not limited to any unvested options, restricted stock and
      performance share units) shall vest on the sixtieth (60th)
      day immediately following the date on which Executive’s employment is
      terminated.  Vesting proration period shall be calculated as the
      percentage of the vesting period for each unvested equity award in which
      Executive was actively
employed.

                

              

            


    

     

    
      	
              D.  

            	 	
              
                By the
      Company Without Cause or Resignation by Executive for Good Reason Within
      Twelve (12) Months Following a Change in
      Control.

              

            


       

      
        
          	
                   

                	 
      1. 	
                  
                    
                      For
      purposes of this Agreement, a “Change
      in Control”
means:

                    

                  

                


        

         

        
          	
                   

                	 
      a.  	
                  
                    Any
      person or any persons acting together which would constitute a “group”
      for purposes of Section 13(d) of the Exchange Act, other than Tontine
      Capital Partners L.P. and their respective affiliates, the Company or any
      subsidiary, shall “beneficially
      own” (as defined in Rule 13d-3 under the Securities Exchange Act of
      1934, as amended from time to time), directly or indirectly, at least
      fifty percent (50%) of the ordinary voting power of all classes of capital
      stock of the Company entitled to vote generally in the election of the
      Board; or

                  

                


           

          
            	
                     

                  	 
      b.  	
                    
                      
                        Current
      Directors (as defined below) shall cease for any reason to constitute at
      least a majority of the members of the Board (for these purposes, a “Current
      Director” means, as of the date of determination, any person who
      (1) was a member of the Board on the date that the Company’s Joint Plan of
      Reorganization under Chapter 11 of the United States Bankruptcy Code
      became effective or (2) was nominated for election or elected to the Board
      with the affirmative vote of a majority of the current directors who were
      members of the Board at the time of such nomination or election), or at
      any meeting of the stockholders of the Company called for the purpose of
      electing directors, a majority of the persons nominated by the Board for
      election as directors shall fail to be elected;
    or

                      

                    

                  



            	
                     

                  	 
      c.  	
                    
                      
                        
                          The
      consummation of a sale, lease, exchange or other disposition (in one
      transaction or a series of transactions) of all or substantially all of
      the assets of the Company; provided, however, a transaction shall not
      constitute a Change in Control if its sole purpose is to change the state
      of the Company’s incorporation or to create a holding company that will be
      owned in substantially the same proportions by the persons who held the
      Company’s securities immediately before such
      transaction.

                        

                      

                    

                  


          

           

          
            
              
                
                  
                    	
                             

                          	 
      2. 	
                            
                              
                                Upon
      the consummation of a Change in Control during the Employment Term, all of
      Executive’s unvested equity awards under all equity plans (including but
      not limited to any unvested options, restricted stock and performance
      share units) shall vest in
full.

                              

                            

                          


                  

                   

                  
                    
                      
                        	
                                 

                              	 
      3. 	
                                
                                  
                                    If
      Executive’s employment is terminated by the Company without Cause (and
      other than by reason of Executive’s death or Disability) or if Executive
      resigns for Good Reason on or within twelve (12) months immediately
      following a Change in Control, Executive shall receive from the Company
      (in lieu of any other severance payments or benefits under this Agreement)
      the following, subject to Section
  IV.G:

                                  

                                

                              


                      

                      
                         

                        
                          
                            
                              	
                                       

                                    	 
      a.  	
                                      
                                        The
      Accrued Rights;

                                      

                                    


                            

                             

                            
                              	
                                       

                                    	 
      b.  	
                                      
                                        
                                          
                                            Continued
      payment of his Base Salary for twenty-four (24) months following the date
      of such termination, payable in accordance with the Company’s normal
      payroll practices as in effect on the date of
      termination;

                                          

                                        

                                      

                                    



                              	
                                       

                                    	 
      c.  	
                                      
                                        In
      a lump sum, an amount equal to two (2) times the greater of (i) the most
      recent Annual Bonus paid to Executive or (ii) the Annual Bonus
      Opportunity;

                                      

                                    


                               

                              
                                	
                                         

                                      	 
      d.  	
                                        
                                          
                                            
                                              An
      amount, paid on the first business day of each month, equal to 100% of the
      applicable monthly COBRA premium under the Company’s group health plan,
      continued for the lesser of (i) twelve (12) months or (ii) until Executive
      becomes eligible for health benefits through subsequent
      employment;

                                            

                                          

                                        

                                      



                                	
                                         

                                      	 
      e.  	
                                        
                                          Continuation
      of the monthly automobile allowance (as described in Section III.E.2
      herein) for twelve (12) months from the termination date or until
      Executive obtains comparable employment (as determined by the Company),
      whichever is shorter;

                                        

                                      


                                 

                                
                                  	
                                           

                                        	 
      f.  	
                                          
                                            
                                              
                                                Outplacement
      services for twelve (12) months from his termination date or until
      Executive obtains comparable employment (as determined by the Company),
      whichever is shorter. Such outplacement services shall be commensurate
      with Executive’s position and reasonable in amount not to exceed
      $20,000.

                                              

                                            

                                          

                                        


                                   

                                  
                                    	
                                            E.  

                                          	 	
                                            
                                              Notice
      of Termination.  Any purported termination of employment
      by the Company or by Executive (other than due to Executive’s death) shall
      be communicated by written Notice of Termination to the other party hereto
      in accordance with Section VIII.H hereof.  With respect to any
      termination of employment by Executive, such notice of termination shall
      be communicated to the Company at least thirty (30) days prior to such
      termination.  For purposes of this Agreement, a “Notice
      of Termination” shall mean a notice which shall indicate the
      specific termination provision in this Agreement relied upon and shall set
      forth in reasonable detail the facts and circumstances claimed to provide
      a basis for termination of employment under the provision so
      indicated.

                                            

                                          


                                     

                                    
                                      	
                                              F.  

                                            	 	
                                              
                                                Officer/Board
      Resignation.  Upon termination of Executive’s employment
      for any reason, Executive agrees to resign, and shall be deemed to have
      resigned, as of the date of such termination and to the extent applicable,
      from the Board (and any committees thereof) and as an officer of the
      Company and the board of directors (and any committees thereof) and as an
      officer of any and all of the Company’s
      affiliates.

                                              

                                            


                                       

                                      
                                        	
                                                G.  

                                              	 	
                                                
                                                  Waiver
      and Release.  Notwithstanding any other provisions of
      this Agreement to the contrary, the Company shall not be obligated to make
      or provide any severance payments or benefits provided under this Section
      IV, other than the Accrued Rights, unless (i) within forty-five (45) days
      from the date on which Executive’s employment is terminated, Executive
      executes and delivers to the Company a general release (which shall be
      provided by the Company not later than five (5) days from the date on
      which Executive’s employment is terminated), whereby Executive releases
      the Company from all employment based or related claims of Executive and
      all obligations of the Company to Executive other than the Company’s
      obligations to make and provide the severance payments and benefits as
      provided in this Section IV and (ii) Executive does not revoke such
      release within any applicable revocation period following his delivery of
      the executed release to the Company.  If the requirements of
      this Section IV.G are met, then, subject to Section IV.H below, the
      severance payments and benefits to which Executive is otherwise eligible
      to receive under this Section IV shall begin or be made, as applicable, on
      the first regularly scheduled payroll date of the Company immediately
      following or coincident with the sixtieth (60th)
      day following the date on which Executive’s employment is terminated, and
      shall be paid or commence, as applicable, retroactively without interest,
      as of Executive’s termination
date.

                                                

                                              


                                         

                                        
                                          	
                                                  H.  

                                                	 	
                                                  
                                                    Compliance
      with IRC Section 409A

                                                  

                                                


                                           

                                          
                                            
                                              	
                                                       

                                                    	 
      1. 	
                                                      
                                                        
                                                          
                                                            Severance
      Payments; Delay.  Notwithstanding anything to the
      contrary in this Agreement, with respect to any amounts payable to
      Executive under this Agreement in connection with a termination of
      Executive’s employment that would be considered “non-qualified deferred
      compensation” under Section 409A of the Internal Revenue Code of 1986, as
      amended, and the applicable Treasury Regulations thereunder (the “Code”),
      in no event shall a termination of employment be considered to have
      occurred under this Agreement unless such termination constitutes
      Executive’s “separation from service” with the Company as such term is
      defined in Treasury Regulation Section 1.409A-1(h), and any successor
      provision thereto (“Separation
      from Service”).  Notwithstanding anything in this
      Agreement to the contrary, if at the time of Executive’s termination of
      employment with the Company and its affiliates, Executive is a “specified
      employee,” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to
      the extent delayed commencement of any portion of the benefits to which
      Executive is entitled under this Agreement is required in order to avoid a
      prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such
      portion of Executive’s benefits shall not be provided to Executive prior
      to the earlier of (i) the expiration of the six (6) month period measured
      from the date of Executive’s Separation from Service or (ii) the date of
      Executive’s death.  Upon the earlier of such dates, all payments
      deferred pursuant to this Section shall be paid in a lump sum to Executive
      (or Executive’s estate), without interest, and the balance of payments due
      Executive will be paid monthly or as otherwise provided
      herein.  The determination of whether Executive is a “specified
      employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the
      time of his Separation from Service shall be made by the Company in
      accordance with the terms of Section 409A of the Code, and applicable
      guidance thereunder (including without limitation Treasury Regulation
      Section 1.409A-1(i) and any successor provision
      thereto).

                                                          

                                                        

                                                      

                                                    


                                            

                                             

                                          

                                          
                                            
                                              
                                                
                                                  	
                                                           

                                                        	 
      2. 	
                                                          
                                                            
                                                              Section
      409A; Separate Payments.  Notwithstanding anything to the
      contrary in this Agreement, to the maximum extent permitted by applicable
      law, any severance payments payable to Executive under this Agreement
      shall be made in reliance upon Treasury Regulation Section
      1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury
      Regulation Section 1.409A-1(b)(4) (relating to short-term
      deferrals).  This Agreement is intended to be written,
      administered, interpreted and construed in a manner such that no payment
      or benefits provided under the Agreement become subject to (i) the gross
      income inclusion set forth within Section 409A(a)(1)(A) of the Code or
      (ii) the interest and additional tax set forth within Section
      409A(a)(1)(B) of the Code, including, where appropriate, the construction
      of defined terms to have meanings that would not cause the imposition of
      Section 409A Penalties.  For purposes of Section 409A of the
      Code (including, without limitation, for purposes of Treasury Regulation
      Section 1.409A-2(b)(2)(iii)), each payment that Executive may be eligible
      to receive under this Agreement shall be treated as a separate and
      distinct payment and shall not collectively be treated as a single
      payment.

                                                            

                                                          

                                                        


                                                

                                                 

                                                
                                                  
                                                    
                                                      	
                                                               

                                                            	 
      3. 	
                                                              
                                                                
                                                                  Expense
      Reimbursements.  Any reimbursement of any costs and
      expenses by the Company to Executive under this Agreement shall be made by
      the Company in no event later than the close of Executive’s taxable year
      following the taxable year in which the cost or expense is incurred by
      Executive.  The expenses incurred by Executive in any calendar
      year that are eligible for reimbursement under this Agreement shall not
      affect the expenses incurred by Executive in any other calendar year that
      are eligible for reimbursement hereunder and Executive’s right to receive
      any reimbursement hereunder shall not be subject to liquidation or
      exchange for any other
  benefit.

                                                                

                                                              

                                                            


                                                    

                                                    
                                                       

                                                      
                                                        	
                                                                I.  

                                                              	 	
                                                                
                                                                  Certain
      Excise Taxes.  Notwithstanding anything to the contrary
      in this Agreement, if Executive is a “disqualified individual” (as defined
      in section 280G(c) of the Code), and the payments and benefits provided
      for in this Agreement, together with any other payments and benefits which
      Executive has the right to receive from Company or any of its affiliates,
      would constitute a “parachute payment” (as defined in section 280G(b)(2)
      of the Code), then the payments and benefits provided for in this
      Agreement shall be either (a) reduced (but not below zero) so that the
      present value of such total amounts and benefits received by Executive
      from Company and its affiliates will be one dollar ($1.00) less than three
      times Executive’s “base amount” (as defined in section 280G(b)(3) of the
      Code) and so that no portion of such amounts and benefits received by
      Executive shall be subject to the excise tax imposed by section 4999 of
      the Code or (b) paid in full, whichever produces the better net after-tax
      position to Executive (taking into account any applicable excise tax under
      section 4999 of the Code and any other applicable taxes).  The
      reduction of payments and benefits hereunder, if applicable, shall be made
      by reducing, first, payments or benefits to be paid in cash hereunder in
      the order in which such payment or benefit would be paid or provided
      (beginning with such payment or benefit that would be made last in time
      and continuing, to the extent necessary, through to such payment or
      benefit that would be made first in time) and, then, reducing any benefit
      to be provided in-kind hereunder in a similar order.  The
      determination as to whether any such reduction in the amount of the
      payments and benefits provided hereunder is necessary shall be made by
      Company in good faith.  If a reduced payment or benefit is made
      or provided and through error or otherwise that payment or benefit, when
      aggregated with other payments and benefits from Company (or its
      affiliates) used in determining if a “parachute payment” exists, exceeds
      one dollar ($1.00) less than three times Executive’s base amount, then
      Executive shall immediately repay such excess to Company upon notification
      that an overpayment has been made.  Nothing in this Section IV.I
      shall require Company to be responsible for, or have any liability or
      obligation with respect to, Executive’s excise tax liabilities under
      section 4999 of the Code.

                                                                

                                                              


                                                         

                                                        
                                                          
                                                            	
                                                                    V.  

                                                                  	
                                                                    
                                                                      Non-Competition;
      Non-Solicitation.

                                                                    

                                                                  


                                                          

                                                           

                                                        

                                                        
                                                          	
                                                                  A.  

                                                                	 	
                                                                  
                                                                    Executive
      acknowledges and recognizes the highly competitive nature of the
      businesses of the Company and its affiliates and accordingly agrees as
      follows:

                                                                  

                                                                


                                                           

                                                          
                                                            	
                                                                    B.  

                                                                  	 	
                                                                    
                                                                      During
      the Employment Term and for a period of one (1) year following the date
      Executive ceases to be employed by the Company or an affiliate (or for a
      period of two (2) years if Executive ceases to be employed by the Company
      or an affiliate by reason of employment termination pursuant to Section
      IV.A above) (the “Restricted
      Period”), Executive will not, whether on Executive’s own behalf or
      on behalf of or in conjunction with any person, firm, partnership, joint
      venture, association, corporation or other business organization, entity
      or enterprise whatsoever (“Person”),
      directly or indirectly solicit or assist in soliciting in competition with
      the Company, the business of any client or prospective
      client:

                                                                    

                                                                  


                                                             

                                                            
                                                              
                                                                	
                                                                         

                                                                      	 
      1. 	
                                                                        
                                                                          
                                                                            
                                                                              with
      whom Executive had personal contact or dealings on behalf of the Company
      during the one (1) year period preceding Executive’s termination of
      employment;

                                                                            

                                                                          

                                                                        

                                                                      


                                                              

                                                               

                                                            

                                                            
                                                              
                                                                
                                                                  
                                                                    	
                                                                             

                                                                          	 
      2. 	
                                                                            
                                                                              
                                                                                with
      whom employees reporting to Executive have had personal contact or
      dealings on behalf of the Company during the one (1) year immediately
      preceding Executive’s termination of employment;
      or

                                                                              

                                                                            

                                                                          


                                                                  

                                                                   

                                                                  
                                                                    
                                                                      
                                                                        	
                                                                                 

                                                                              	 
      3. 	
                                                                                
                                                                                  
                                                                                    for
      whom Executive had direct or indirect responsibility during the one (1)
      year immediately preceding Executive’s termination of
      employment.

                                                                                  

                                                                                

                                                                              


                                                                      

                                                                      
                                                                         

                                                                        
                                                                          	
                                                                                  C.  

                                                                                	 	
                                                                                  
                                                                                    During
      the Restricted Period, Executive will not directly or
      indirectly:

                                                                                  

                                                                                


                                                                           

                                                                          
                                                                            
                                                                              	
                                                                                       

                                                                                    	 
      1. 	
                                                                                      
                                                                                        
                                                                                          
                                                                                            engage
      in any business that materially competes with any business of the Company
      or its affiliates (including, without limitation, businesses which the
      Company or its affiliates have specific plans to conduct within twelve
      (12) months from the effective of the termination and as to which
      Executive is personally aware of such planning in the future) in any
      geographical area that is within 100 miles of any geographical area where
      the Company or its affiliates manufactures, produces, sells, leases,
      rents, licenses or otherwise provides its products or services and over
      which Executive had responsibilities (a “Competitive
      Business”);

                                                                                          

                                                                                        

                                                                                      

                                                                                    


                                                                            

                                                                             

                                                                          

                                                                        

                                                                        
                                                                          
                                                                            
                                                                              
                                                                                	
                                                                                         

                                                                                      	 
      2. 	
                                                                                        
                                                                                          
                                                                                            enter
      the employ of, or render any services to, any Person (or any division or
      controlled or controlling affiliate of any Person) who or which engages in
      a Competitive Business;

                                                                                          

                                                                                        

                                                                                      


                                                                              

                                                                               

                                                                              
                                                                                
                                                                                  
                                                                                    	
                                                                                             

                                                                                          	 
      3. 	
                                                                                            
                                                                                              
                                                                                                acquire
      a financial interest in, or otherwise become actively involved with, any
      Competitive Business, directly or indirectly, as an individual, partner,
      shareholder, officer, director, principal, agent, trustee or consultant;
      or

                                                                                              

                                                                                            

                                                                                          


                                                                                  

                                                                                  
                                                                                     

                                                                                    
                                                                                      
                                                                                        
                                                                                          	
                                                                                                   

                                                                                                	 
      4. 	
                                                                                                  
                                                                                                    
                                                                                                      interfere
      with, or attempt to interfere with, business relationships (whether formed
      before, on or after the date of this Agreement) between the Company or any
      of its affiliates and customers, clients, suppliers, partners, members or
      investors of the Company or its
  affiliates.

                                                                                                    

                                                                                                  

                                                                                                


                                                                                        

                                                                                        
                                                                                           

                                                                                          
                                                                                            	
                                                                                                    D.  

                                                                                                  	 	
                                                                                                    
                                                                                                      Notwithstanding
      anything to the contrary in this Agreement, Executive may, directly or
      indirectly own, solely as an investment, securities of any Person engaged
      in the business of the Company or its affiliates that is publicly traded
      on a national stock exchange or on the over-the-counter market if
      Executive (i) is not a controlling person of, or a member of a group which
      controls, such person or (ii) does not, directly or indirectly, own 5% or
      more of any class of securities of such
  Person.

                                                                                                    

                                                                                                  


                                                                                             

                                                                                            
                                                                                              	
                                                                                                      E.  

                                                                                                    	 	
                                                                                                      
                                                                                                        During
      the Restricted Period, Executive will not, whether on Executive’s own
      behalf or on behalf of or in conjunction with any Person, directly or
      indirectly:

                                                                                                      

                                                                                                    


                                                                                               

                                                                                              
                                                                                                
                                                                                                  	
                                                                                                           

                                                                                                        	 
      1. 	
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                solicit
      or encourage any employee of the Company or its affiliates to leave the
      employment of the Company or its affiliates;
      or

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        


                                                                                                

                                                                                                 

                                                                                              

                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      	
                                                                                                               

                                                                                                            	 
      2. 	
                                                                                                              
                                                                                                                
                                                                                                                  hire
      any such employee who was employed by the Company or its affiliates as of
      the date of Executive’s termination of employment with the Company or who
      left the employment of the Company or its affiliates coincident with, or
      within one (1) year prior to or after, the termination of Executive’s
      employment with the
Company.

                                                                                                                

                                                                                                              

                                                                                                            


                                                                                                    

                                                                                                     

                                                                                                    
                                                                                                      	
                                                                                                              F.  

                                                                                                            	 	
                                                                                                              
                                                                                                                During
      the Restricted Period, Executive will not, directly or indirectly, solicit
      or encourage to cease to work with the Company or its affiliates any
      consultant then under contract with the Company or its
      affiliates.

                                                                                                              

                                                                                                            


                                                                                                       

                                                                                                      
                                                                                                        	
                                                                                                                G.  

                                                                                                              	 	
                                                                                                                
                                                                                                                  It
      is expressly understood and agreed that although Executive and agreed that
      although Executive and the Company consider the restrictions contained in
      this Section V to be reasonable, if a final judicial determination is made
      by a court of competent jurisdiction that the time or territory or any
      other restriction contained in this Agreement is an unenforceable
      restriction against Executive, the provisions of this Agreement shall not
      be rendered void but shall be deemed amended to apply as to such maximum
      time and territory and to such maximum extent as such court may judicially
      determine or indicate to be enforceable.  Alternatively, if any
      court of competent jurisdiction finds that any restriction contained in
      this Agreement is unenforceable, and such restriction cannot be amended so
      as to make it enforceable, such finding shall not affect the
      enforceability of any of the other restrictions contained
      herein.

                                                                                                                

                                                                                                              


                                                                                                         

                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              	
                                                                                                                      VI.  

                                                                                                                    	
                                                                                                                      
                                                                                                                        Confidentiality;
      Intellectual Property.

                                                                                                                      

                                                                                                                    


                                                                                                            

                                                                                                             

                                                                                                          

                                                                                                          
                                                                                                            	
                                                                                                                    A.  

                                                                                                                  	 	
                                                                                                                    
                                                                                                                      Confidentiality.

                                                                                                                    

                                                                                                                  


                                                                                                             

                                                                                                            
                                                                                                              
                                                                                                                	
                                                                                                                         

                                                                                                                      	 
      1. 	
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              Executive
      will not at any time (whether during or after Executive’s employment with
      the Company and its affiliates) retain or use for the benefit, purposes or
      account of Executive or any other Person; or disclose, divulge, reveal,
      communicate, share, transfer or provide access to any Person outside the
      Company (other than its professional advisers who are bound by
      confidentiality obligations), any non-public, proprietary or Confidential
      Information without the prior written authorization of the
      Board.  For purposes of this Agreement, “Confidential
      Information” means all written, electronic, machine-reproducible,
      oral and visual data, information, and material, including, without
      limitation, business, financial, and technical information, computer
      programs, documents and records (including those that Executive develops
      in the scope of his employment) that either: (i) the Company and its
      affiliates, or any of their respective customers or suppliers, treats as
      confidential or proprietary through markings or otherwise; (ii) relates to
      the Company and its affiliates, or any of their respective customers or
      suppliers, or any of their respective business activities, products, or
      services (including software programs and techniques) and is competitively
      sensitive or not generally known in the relevant trade or industry; or
      (iii) derives independent economic value from the investment needed to
      compile or create such information and/or its not being known to, or
      generally ascertainable by proper means by, other persons who can obtain
      economic value from its disclosure or use.  Notwithstanding any
      provisions herein to the contrary, the provisions of this Section VI.A do
      not prohibit Executive from disclosing Confidential Information in the
      performance of his duties under this
      Agreement.

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      


                                                                                                              

                                                                                                               

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                	
                                                                                                                         

                                                                                                                      	 
      2. 	
                                                                                                                        
                                                                                                                          
                                                                                                                            Confidential
      Information shall not include any information that is (a) generally known
      to the industry or the public other than as a result of Executive’s breach
      of this covenant or any breach of other confidentiality obligations by
      third parties; (b) made legitimately available to Executive by a third
      party without breach of any confidentiality obligation; or (c) required by
      law to be disclosed; provided that Executive shall give prompt written
      notice to the Company of such requirement, disclose no more information
      than is so required, and cooperate with any attempts by the Company to
      obtain a protective order or similar
  treatment.

                                                                                                                          

                                                                                                                        

                                                                                                                      


                                                                                                              

                                                                                                               

                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    	
                                                                                                                             

                                                                                                                          	 
      3. 	
                                                                                                                            
                                                                                                                              
                                                                                                                                Upon
      termination of Executive’s employment with the Company and its affiliates
      for any reason, Executive shall cease and not thereafter commence use of
      any Confidential Information or intellectual property (including without
      limitation, any patent, invention, copyright, trade secret, trademark,
      trade name, logo, domain name or other source indicator) owned or used by
      the Company or its affiliates; immediately destroy, delete, or return to
      the Company, at the Company’s option, all originals and copies in any form
      or medium (including memoranda, books, papers, plans, computer files,
      letters and other data) in Executive’s possession or control (including
      any of the foregoing stored or located in Executive’s office, home, laptop
      or other computer, whether or not Company property) that contain
      Confidential Information or otherwise relate to the business of the
      Company, its affiliates and subsidiaries, except that Executive may retain
      only those portions of any personal notes, notebooks and diaries that do
      not contain any Confidential Information; and notify and fully cooperate
      with the Company regarding the delivery or destruction of any other
      Confidential Information of which Executive is or becomes
      aware.

                                                                                                                              

                                                                                                                            

                                                                                                                          


                                                                                                                  

                                                                                                                  
                                                                                                                     

                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          	
                                                                                                                                   

                                                                                                                                	 
      4. 	
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      If
      Executive has entered into a separate individual confidentiality agreement
      with the Company, the terms of such individual agreement shall continue
      (in addition to those of this Agreement) as provided therein; however to
      the extent of a conflict with the terms of this Agreement, the terms of
      this Agreement shall
control.

                                                                                                                                    

                                                                                                                                  

                                                                                                                                


                                                                                                                        

                                                                                                                        
                                                                                                                           

                                                                                                                          
                                                                                                                            	
                                                                                                                                    B.  

                                                                                                                                  	 	
                                                                                                                                    
                                                                                                                                      Intellectual
      Property.

                                                                                                                                    

                                                                                                                                  


                                                                                                                             

                                                                                                                            
                                                                                                                              
                                                                                                                                	
                                                                                                                                         

                                                                                                                                      	 
      1. 	
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              If
      Executive has created, invented, designed, developed, contributed to or
      improved any works of authorship, inventions, intellectual property,
      materials, documents or other work product (including without limitation,
      research, reports, software, databases, systems, applications,
      presentations, textual works, content, or audiovisual materials) (“Works”),
      either alone or with third parties, prior to Executive’s employment by the
      Company, that are relevant to or implicated by such employment (“Prior
      Works”), Executive hereby grants the Company a perpetual,
      non-exclusive, royalty-free, worldwide, assignable, sublicensable license
      under all rights and intellectual property rights (including rights under
      patent, industrial property, copyright, trademark, trade secret, unfair
      competition and related laws) therein for all purposes in connection with
      the Company’s current and future
    business.

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      


                                                                                                                              

                                                                                                                               

                                                                                                                            

                                                                                                                          

                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  	
                                                                                                                                           

                                                                                                                                        	 
      2. 	
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              If
      Executive creates, invents, designs, develops, contributes to or improves
      any Works, either alone or with third parties, at any time during
      Executive’s employment by the Company and within the scope of such
      employment and/or with the use of any the Company resources (“Company
      Works”), Executive shall promptly and fully disclose same to the
      Company and hereby irrevocably assigns, transfers and conveys, to the
      maximum extent permitted by applicable law, all rights and intellectual
      property rights therein (including rights under patent, industrial
      property, copyright, trademark, trade secret, unfair competition and
      related laws) to the Company to the extent ownership of any such rights
      does not vest originally in the
  Company.

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        


                                                                                                                                

                                                                                                                                 

                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      	
                                                                                                                                               

                                                                                                                                            	 
      3. 	
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  Executive
      agrees to keep and maintain adequate and current written records (in the
      form of notes, sketches, drawings, and any other form or media requested
      by the Company) of all Company Works.  The records will be
      available to and remain the sole property and intellectual property of the
      Company at all times.

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            


                                                                                                                                    

                                                                                                                                    
                                                                                                                                      
                                                                                                                                         

                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              	
                                                                                                                                                       

                                                                                                                                                    	 
      4. 	
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          Executive
      shall take all requested actions and execute all requested documents
      (including any licenses or assignments required by a government contract)
      at the Company’s expense (but without further remuneration) to assist the
      Company in validating, maintaining, protecting, enforcing, perfecting,
      recording, patenting or registering any of the Company’s rights in the
      Prior Works and Company Works.  If the Company is unable for any
      other reason to secure Executive’s signature on any document for this
      purpose, then Executive hereby irrevocably designates and appoints the
      Company and its duly authorized officers and agents as Executive’s agent
      and attorney in fact, to act for and in Executive’s behalf and stead to
      execute any documents and to do all other lawfully permitted acts in
      connection with the
foregoing.

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    


                                                                                                                                            

                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                   

                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        	
                                                                                                                                                                 

                                                                                                                                                              	 
      5. 	
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    Executive
      shall not improperly use for the benefit of, bring to any premises of,
      divulge, disclose, communicate, reveal, transfer or provide access to, or
      share with the Company any confidential, proprietary or non-public
      information or intellectual property relating to a former employer or
      other third party without the prior written permission of such third
      party.  Executive hereby indemnifies, holds harmless and agrees
      to defend the Company and its officers, directors, partners, employees,
      agents and representatives from any breach of the foregoing
      covenant.  Executive shall comply with all relevant policies and
      guidelines of the Company, including regarding the protection of
      confidential information and intellectual property and potential conflicts
      of interest.  Executive acknowledges that the Company may amend
      any such policies and guidelines from time to time, and that Executive
      remains at all times bound by their most current
      version.

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              


                                                                                                                                                      

                                                                                                                                                      
                                                                                                                                                         

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                      
                                                                                                                                        	
                                                                                                                                                C.  

                                                                                                                                              	 	
                                                                                                                                                
                                                                                                                                                  The
      provisions of this Section VI shall survive the termination of Executive’s
      employment for any reason.

                                                                                                                                                

                                                                                                                                              


                                                                                                                                         

                                                                                                                                        
                                                                                                                                          
                                                                                                                                            	
                                                                                                                                                    VII.  

                                                                                                                                                  	
                                                                                                                                                    
                                                                                                                                                      Specific
      Performance.  Executive acknowledges and agrees that the
      Company’s remedies at law for a breach or threatened breach of any of the
      provisions of Section V or Section VI herein would be inadequate and the
      Company would suffer irreparable damages as a result of such breach or
      threatened breach.  In recognition of this fact, Executive
      agrees that, in the event of such a breach or threatened breach, in
      addition to any remedies at law, the Company, without posting any bond,
      shall be entitled to cease making any payments or providing any benefit
      otherwise required by this Agreement and obtain equitable relief in the
      form of specific performance, temporary restraining order, temporary or
      permanent injunction or any other equitable remedy which may then be
      available.

                                                                                                                                                    

                                                                                                                                                  


                                                                                                                                          

                                                                                                                                           

                                                                                                                                        

                                                                                                                                        
                                                                                                                                          
                                                                                                                                            	
                                                                                                                                                    VIII.  

                                                                                                                                                  	
                                                                                                                                                    
                                                                                                                                                      Miscellaneous.

                                                                                                                                                    

                                                                                                                                                  


                                                                                                                                          

                                                                                                                                           

                                                                                                                                        

                                                                                                                                        
                                                                                                                                          	
                                                                                                                                                  A.  

                                                                                                                                                	 	
                                                                                                                                                  
                                                                                                                                                    Governing
      Law/Venue.  This Agreement shall be governed by and
      construed in accordance with the laws of the State of Texas, without
      regard to conflict of laws principles thereof.  Each party to
      this Agreement hereby irrevocably submits to the exclusive jurisdiction of
      the state and federal courts in Houston, Texas, for the purposes of any
      proceeding arising out of or based upon this
      Agreement.

                                                                                                                                                  

                                                                                                                                                


                                                                                                                                           

                                                                                                                                          
                                                                                                                                            	
                                                                                                                                                    B.  

                                                                                                                                                  	 	
                                                                                                                                                    
                                                                                                                                                      Dispute
      Resolution.  Any dispute, claim or controversy arising
      out of or relating to this Agreement or the breach, termination,
      enforcement, interpretation or validity thereof, including the
      determination of the scope or applicability of this Agreement to
      arbitrate, shall be determined by arbitration in Houston, Harris County,
      Texas before one arbitrator. The arbitration shall be administered by JAMS
      pursuant to its Comprehensive Arbitration Rules and Procedures
      (Streamlined Arbitration Rules and Procedures).  Judgment on the
      award pursuant to such arbitration may be entered in any court having
      jurisdiction.  This clause shall not preclude parties from
      seeking provisional remedies in aid of arbitration from a court of
      appropriate jurisdiction.  The arbitrator may, in its award,
      allocate all or part of the costs of the arbitration, including the fees
      of the arbitrator and the reasonable attorneys’ fees of the prevailing
      party.

                                                                                                                                                    

                                                                                                                                                  


                                                                                                                                             

                                                                                                                                            
                                                                                                                                              	
                                                                                                                                                      C.  

                                                                                                                                                    	 	
                                                                                                                                                      
                                                                                                                                                        Entire
      Agreement/Amendments.  This Agreement contains the entire
      understanding of the parties with respect to the employment of Executive
      by the Company.  There are no restrictions, agreements,
      promises, warranties, covenants or undertakings between the parties with
      respect to the subject matter herein other than those expressly set forth
      herein.  This Agreement may not be altered, modified, or amended
      except by written instrument signed by the parties
      hereto.

                                                                                                                                                      

                                                                                                                                                    


                                                                                                                                               

                                                                                                                                              
                                                                                                                                                	
                                                                                                                                                        D.  

                                                                                                                                                      	 	
                                                                                                                                                        
                                                                                                                                                          No
      Waiver.  The failure of a party to insist upon strict
      adherence to any term of this Agreement on any occasion shall not be
      considered a waiver of such party’s rights or deprive such party of the
      right thereafter to insist upon strict adherence to that term or any other
      term of this Agreement.

                                                                                                                                                        

                                                                                                                                                      


                                                                                                                                                 

                                                                                                                                                
                                                                                                                                                  	
                                                                                                                                                          E.  

                                                                                                                                                        	 	
                                                                                                                                                          
                                                                                                                                                            Severability.  In
      the event that any one or more of the provisions of this Agreement shall
      be or become invalid, illegal or unenforceable in any respect, the
      validity, legality and enforceability of the remaining provisions of this
      Agreement shall not be affected
  thereby.

                                                                                                                                                          

                                                                                                                                                        


                                                                                                                                                   

                                                                                                                                                  
                                                                                                                                                    	
                                                                                                                                                            F.  

                                                                                                                                                          	 	
                                                                                                                                                            
                                                                                                                                                              Assignment.  This
      Agreement and all of Executive’s rights and duties hereunder, shall not be
      assignable or delegable by Executive.  Any purported assignment
      or delegation by Executive in violation of the foregoing shall be null and
      void ab
      initio
      and of no force and effect.  This Agreement may be assigned by
      the Company to a person or entity which is an affiliate or a successor in
      interest to substantially all of the business operations of the
      Company.  Upon such assignment, the rights and obligations of
      the Company hereunder shall become the rights and obligations of such
      affiliate or successor person or
  entity.

                                                                                                                                                            

                                                                                                                                                          


                                                                                                                                                     

                                                                                                                                                    
                                                                                                                                                      	
                                                                                                                                                              G.  

                                                                                                                                                            	 	
                                                                                                                                                              
                                                                                                                                                                Successors;
      Binding Agreement.  This Agreement shall inure to the
      benefit of and be binding upon personal or legal representatives,
      executors, administrators, successors, heirs, distributees, devisees and
      legatees.

                                                                                                                                                              

                                                                                                                                                            


                                                                                                                                                       

                                                                                                                                                      
                                                                                                                                                        	
                                                                                                                                                                H.  

                                                                                                                                                              	 	
                                                                                                                                                                
                                                                                                                                                                  Notices.  For
      the purpose of this Agreement, notices and all other communications
      provided for in the Agreement shall be in writing and shall be deemed to
      have been duly given when delivered by hand or overnight courier or three
      (3) days after it has been mailed by United States registered mail, return
      receipt requested, postage prepaid, addressed to the respective addresses
      set forth below in this Agreement, or to such other address as either
      party may have furnished to the other in writing in accordance herewith,
      except that notice of change of address shall be effective only upon
      receipt.

                                                                                                                                                                

                                                                                                                                                              


                                                                                                                                                         

                                                                                                                                                        
                                                                                                                                                          If to the
Company:

                                                                                                                                                          
                                                                                                                                                            	 	 Integrated Electrical Services, Inc.
	 	 1800 West Loop South, Suite 500
	 	 Houston, Texas  77027
	 	 Attention: General Counsel
	 	 Fax: (713) 860-1578


                                                                                                                                                          

                                                                                                                                                           

                                                                                                                                                          If to
Executive:

                                                                                                                                                          
                                                                                                                                                            	 	Terry
      L. Freeman
	 	24614 Bay
      Hill Boulevard
	 	 Katy, Texas  77494


                                                                                                                                                          

                                                                                                                                                           

                                                                                                                                                          
                                                                                                                                                            	
                                                                                                                                                                    I.  

                                                                                                                                                                  	 	
                                                                                                                                                                    
                                                                                                                                                                      Executive
      Representation.  Executive hereby represents to the
      Company that the execution and delivery of this Agreement by Executive and
      the Company and the performance by Executive of Executive’s duties
      hereunder shall not constitute a breach of, or otherwise contravene, the
      terms of any employment agreement or other agreement or policy to which
      Executive is a party or otherwise
  bound.

                                                                                                                                                                    

                                                                                                                                                                  


                                                                                                                                                             

                                                                                                                                                            
                                                                                                                                                              	
                                                                                                                                                                      J.  

                                                                                                                                                                    	 	
                                                                                                                                                                      
                                                                                                                                                                        Reimbursement
      of Legal Expenses.  The Company shall reimburse Executive
      for reasonable and customary fees charged by his attorney to provide
      review of and legal counsel concerning this
      Agreement.

                                                                                                                                                                      

                                                                                                                                                                    


                                                                                                                                                               

                                                                                                                                                              
                                                                                                                                                                	
                                                                                                                                                                        K.  

                                                                                                                                                                      	 	
                                                                                                                                                                        
                                                                                                                                                                          Cooperation.  Executive
      shall provide Executive’s reasonable cooperation in connection with any
      action or proceeding (or any appeal from any action or proceeding) which
      relates to events occurring during Executive’s employment
      hereunder.  Executive shall be entitled to reimbursement for
      reasonable and customary expenses incurred for purposes of cooperating in
      any action or proceeding pursuant to this section.  This
      provision shall survive any termination of this
      Agreement.

                                                                                                                                                                        

                                                                                                                                                                      


                                                                                                                                                                 

                                                                                                                                                                
                                                                                                                                                                  	
                                                                                                                                                                          L.  

                                                                                                                                                                        	 	
                                                                                                                                                                          Indemnification.

                                                                                                                                                                        


                                                                                                                                                                   

                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      	
                                                                                                                                                                               

                                                                                                                                                                            	 
      1. 	
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    The
      Company shall, to the maximum extent permitted by applicable law,
      indemnify Executive if he is made, or threatened to be made, a party to
      any threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, including an action by
      or in the right of the Company to procure a judgment in its favor
      (collectively, a “Proceeding”),
      by reason of the fact that Executive is or was a director or officer of
      the Company, or is or was serving in any capacity at the request of the
      Company for any other corporation, partnership, joint venture, trust,
      executive benefit plan or other enterprise, against judgments, fines,
      penalties, excise taxes, amounts paid in settlement and costs, charges and
      expenses (including reasonable attorneys’ fees and disbursements) paid or
      incurred in connection with any such
      Proceeding.

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            


                                                                                                                                                                    

                                                                                                                                                                     

                                                                                                                                                                  

                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          	
                                                                                                                                                                                   

                                                                                                                                                                                	 
      2. 	
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      The
      Company shall, from time to time, reimburse or advance to Executive the
      funds necessary for payment of expenses, including reasonable attorneys’
      fees and disbursements, incurred in connection with any Proceeding in
      advance of the final disposition of such Proceeding; provided, however,
      that such portion of such expenses incurred by or on behalf of Executive
      may be paid in advance of the final disposition of a Proceeding only upon
      receipt by the Company of an undertaking, by or on behalf of Executive, to
      repay any such amount so advanced if it shall ultimately be determined by
      final judicial decision from which there is no further right of appeal
      that Executive is not entitled to be indemnified for such
      expenses.  In the event that both Executive and the Company are
      made a party to the same Proceeding, the Company agrees to engage counsel,
      and Executive agrees to use the same counsel, provided that if such
      counsel selected by the company shall have a conflict of interest that
      prevents such counsel from representing Executive, Executive may engage
      separate counsel and the Company shall pay all reasonable attorneys’ fees
      and expenses incurred as set forth in this Section
      VIII.L.

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                


                                                                                                                                                                        

                                                                                                                                                                         

                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              	
                                                                                                                                                                                       

                                                                                                                                                                                    	 
      3. 	
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          The
      right to indemnification and reimbursement or advance of expenses provided
      by, or granted pursuant to, this Section VIII.L shall not be deemed
      exclusive of any other rights which Executive may now or hereafter have
      under any law, by-law, agreement, vote of stockholders or disinterested
      directors or otherwise, both as to action in his official capacity and as
      to action in another capacity while holding such
      office.

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    


                                                                                                                                                                            

                                                                                                                                                                            
                                                                                                                                                                               

                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  	
                                                                                                                                                                                           

                                                                                                                                                                                        	 
      4. 	
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              
                                                                                                                                                                                                The
      right to indemnification and reimbursement or advancement of expenses
      provided by, or granted pursuant to, this Section VIII.L shall continue as
      to Executive after he has ceased to be a director or officer and shall
      inure to the benefit of the heirs, executors and administrators of
      Executive.

                                                                                                                                                                                              

                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        


                                                                                                                                                                                

                                                                                                                                                                                 

                                                                                                                                                                              

                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      	
                                                                                                                                                                                               

                                                                                                                                                                                            	 
      5. 	
                                                                                                                                                                                              
                                                                                                                                                                                                
                                                                                                                                                                                                  The
      right to indemnification and reimbursement or advancement of expenses
      provided by, or granted pursuant to, this Section VIII.L shall be
      enforceable by Executive in any court of competent
      jurisdiction.  Executive shall also be indemnified for any
      reasonable expenses incurred in connection with successfully establishing
      his right to such indemnification or reimbursement or advancement of
      expenses, in whole or in part, in any such
      proceeding.

                                                                                                                                                                                                

                                                                                                                                                                                              

                                                                                                                                                                                            


                                                                                                                                                                                    

                                                                                                                                                                                     

                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          	
                                                                                                                                                                                                   

                                                                                                                                                                                                	 
      6. 	
                                                                                                                                                                                                  
                                                                                                                                                                                                    
                                                                                                                                                                                                      If
      Executive serves (i) another corporation or entity of which a majority of
      the shares entitled to vote in the election of its directors or ownership
      is held by the Company, directly or indirectly, or (ii) any executive
      benefit plan of the Company or any corporation or other entity referred to
      in clause (i), in any capacity, then he shall be deemed to be doing so at
      the request of the
Company.

                                                                                                                                                                                                    

                                                                                                                                                                                                  

                                                                                                                                                                                                


                                                                                                                                                                                        

                                                                                                                                                                                        
                                                                                                                                                                                           

                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              
                                                                                                                                                                                                	
                                                                                                                                                                                                         

                                                                                                                                                                                                      	 
      7. 	
                                                                                                                                                                                                        
                                                                                                                                                                                                          
                                                                                                                                                                                                            The
      right to indemnification or reimbursement or advancement of expenses shall
      be interpreted on the basis of the applicable law in effect at the time of
      the occurrence of the event or events giving rise to the applicable
      Proceeding.

                                                                                                                                                                                                          

                                                                                                                                                                                                        

                                                                                                                                                                                                      


                                                                                                                                                                                              

                                                                                                                                                                                              
                                                                                                                                                                                                 

                                                                                                                                                                                                
                                                                                                                                                                                                  	
                                                                                                                                                                                                          M.  

                                                                                                                                                                                                        	 	
                                                                                                                                                                                                          
                                                                                                                                                                                                            Directors
      and Officers Liability Insurance.  The Company will
      insure Executive, for the duration of his employment and thereafter with
      respect to his acts and omissions occurring during such employment under a
      contract of director and officer liability insurance to the same extent as
      such insurance insures members of the
  Board.

                                                                                                                                                                                                          

                                                                                                                                                                                                        


                                                                                                                                                                                                   

                                                                                                                                                                                                  
                                                                                                                                                                                                    	
                                                                                                                                                                                                            N.  

                                                                                                                                                                                                          	 	
                                                                                                                                                                                                            
                                                                                                                                                                                                              Withholding
      Taxes.  The Company may withhold from any amounts payable
      under this Agreement such Federal, state and local taxes as may be
      required to be withheld pursuant to any applicable law or
      regulation.

                                                                                                                                                                                                            

                                                                                                                                                                                                          


                                                                                                                                                                                                     

                                                                                                                                                                                                    
                                                                                                                                                                                                      	
                                                                                                                                                                                                              O.  

                                                                                                                                                                                                            	 	
                                                                                                                                                                                                              
                                                                                                                                                                                                                Counterparts.  This
      Agreement may be signed in counterparts, each of which shall be an
      original, with the same effect as if the signatures thereto and hereto
      were upon the same
instrument.

                                                                                                                                                                                                              

                                                                                                                                                                                                            


                                                                                                                                                                                                       

                                                                                                                                                                                                       

                                                                                                                                                                                                      IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
Effective Date.

                                                                                                                                                                                                       

                                                                                                                                                                                                       

                                                                                                                                                                                                       

                                                                                                                                                                                                      Executive:

                                                                                                                                                                                                       

                                                                                                                                                                                                       

                                                                                                                                                                                                       

                                                                                                                                                                                                      /s/
Terry L. Freeman                March
29, 2010

                                                                                                                                                                                                      Terry L.
Freeman                 Dated

                                                                                                                                                                                                       

                                                                                                                                                                                                       

                                                                                                                                                                                                       

                                                                                                                                                                                                      Integrated
Electrical Services, Inc.:

                                                                                                                                                                                                       

                                                                                                                                                                                                       

                                                                                                                                                                                                       

                                                                                                                                                                                                      /s/
Robert B. Callahan              March
29, 2010

                                                                                                                                                                                                      Robert B.
Callahan                                              
Dated

                                                                                                                                                                                                      Senior
Vice President – Human Resources