Form of Restricted Stock Award Agreement

Exhibit 10.8

EXHIBIT B TO BOARD RESOLUTION OF INTEGRATED ELECTRICAL SERVICES, INC.

Integrated Electrical Services, Inc.
2006 Equity Incentive Plan
Restricted Stock Award Agreement

     THIS RESTRICTED STOCK AWARD AGREEMENT is made and entered into as of                     , 2006 (“Grant Date”) by and between Integrated Electrical Services, Inc. a Delaware corporation (“Company”), and                      (“Grantee”) pursuant to the terms and conditions of the Integrated Electrical Services, Inc. 2006 Equity Incentive Plan (“Plan”).

SECTION 1. GRANT OF RESTRICTED STOCK AWARD.

(a) Restricted Stock Award. The Company hereby grants the Grantee xxx Shares (“Granted Shares”), subject to restrictions and other terms and conditions set forth in this Agreement.

(b) No Purchase Price. In lieu of a purchase price, this award is made in consideration of Service previously rendered by the Grantee to the Company or its Subsidiaries. The Purchase Price of this award is $0.

(c) Plan and Defined Terms. This award is granted under and subject to the terms of the Plan, which is incorporated herein by reference. If there is any inconsistency between the terms of the Plan and the terms of this Agreement, the Plan’s terms shall supersede and replace the conflicting terms of this Agreement. Capitalized terms that are defined in the Plan are incorporated herein by reference and other capitalized terms are defined in Section 8 of this Agreement.

SECTION 2. ISSUANCE OF GRANTED SHARES

(a) Stock Certificates. The Company shall cause to be issued a certificate or certificates for the Granted Shares representing this award, registered in the name of the Grantee (or in the names of such person and his or her spouse as community property or as joint tenants with right of survivorship).

(b) Stockholder Rights. The Grantee (or any successor in interest) shall have all the rights of a stockholder (including, without limitation, voting, dividend and liquidation rights) with respect to the Granted Shares, subject, however, to the restrictions of this Agreement.

(c) Escrow. For so long as Granted Shares are not vested, the Company shall cause such certificate or certificates to be deposited in escrow. The Grantee shall deliver to the Company a duly-executed blank Stock Power (in the form attached hereto as Exhibit A). All regular cash dividends paid on Granted Shares shall be held in escrow, without interest, until the applicable vesting date, upon which the dividends attributable to Granted Shares that have vested shall be paid directly to the Grantee. Upon the vesting of any Granted Shares, such Vested Shares together with any dividends held in escrow related thereto hereunder, shall be distributed to the Grantee as soon as practicable but in no event less than thirty (30) days from such vesting date.

(d) Withholding Requirements. As a condition to the receipt of Granted Shares, the Grantee shall make such arrangements as the Committee may require for the satisfaction of any

federal, state, local or foreign withholding obligations that may arise in connection with such receipt and the vesting and disposition of Granted Shares or at the election of the Grantee (and with the permission of the Committee), the Grantee may direct the Company to withhold Shares in order to satisfy any withholding requirements.

SECTION 3. VESTING

(a) Granted Shares shall vest according to the following schedule:

Vesting Date		Fraction Vested of Granted Shares
January 1, 2007			1/3
January 1, 2008			1/3
January 1, 2009			1/3

SECTION 4. TERMINATION OF SERVICE

In the event that a Grantee’s Service is terminated for any reason, (i) all Vested Shares as of the date of such termination shall remain outstanding, (ii) if Grantee is terminated without Cause prior to January 1, 2007, one-third (1/3) of the Granted Shares shall vest as of the date of such termination and (iii) all other Restricted Shares (and all dividends held in escrow attributable to such Shares) as of the date of such termination shall be immediately forfeited and cancelled unless otherwise agreed to in writing by Company and Grantee.

SECTION 5. CHANGE IN CONTROL

Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control, all Restricted Shares held by a Grantee shall no longer be subject to the vesting schedules set forth in Section 3 of this Agreement, and shall vest immediately upon the consummation of a Change in Control.

SECTION 6. ADJUSTMENT OF SHARES.

In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Shares, a combination or consolidation of the outstanding Shares into a lesser number of Shares, a recapitalization, a spin-off, a reclassification or a similar occurrence, the terms of this award (including, without limitation, the number and kind of Shares subject to this award and the Purchase Price) shall be adjusted as set forth in Section 10 of the Plan. In the event that the Company is a party to a merger or consolidation, this award shall be subject to the agreement of merger or consolidation, as provided in Section 10 of the Plan.

SECTION 7. MISCELLANEOUS PROVISIONS.

(a) No Retention Rights. Nothing in this award or in the Plan shall confer upon the Grantee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or

retaining the Grantee) or of the Grantee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

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

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

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

(e) Assignment. The Company may assign its rights under this Agreement to any person or entity selected by the Committee, including, without limitation, one or more stockholders of the Company.

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

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

SECTION 8. DEFINITIONS.

(a) “Agreement” shall mean this Restricted Stock Award Agreement.

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

(c) “Granted Shares” shall have the meaning ascribed to such term in Section 1(a) of this Agreement.

(d) “Grantee” shall mean the person named herein.

(e) “Purchase Price” shall mean the price, if any, paid by the Grantee for the Granted Shares.

(f) “Restricted Share” shall mean a Granted Share that is not vested.

(g) “Service” shall mean service as an Employee, Director or Consultant. For any purpose under this Agreement, Service shall be deemed to continue while the Grantee is on a bona fide leave of absence, if such leave was approved by the Company in writing or if continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Committee).

(h) “Vested Share” shall mean a Granted Share that is vested.

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

Grantee:				Integrated Electrical Services, Inc.
				By:
				Title:

EXHIBIT A

Stock Power

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto Integrated Electrical Services, Inc. (the “Company”),                                          (                    ) shares of the common stock, par value $0.01 per share, of the Company standing in his/her/their/its name on the books of the Company represented by Certificate No.                                          herewith and do(es) hereby irrevocably constitute and appoint                                          his/her/their/its attorney-in-fact, with full power of substitution, to transfer such shares on the books of the Company.

Dated:						Signature:
						Print Name and Mailing Address

Instructions:		Please do not fill in any blanks other than the signature line and printed name and mailing address. Please print your name exactly as you would like your name to appear on the issued stock certificate. The purpose of this assignment is to enable the Company to exercise its right to reacquire the Shares without requiring additional signatures on your part.