Common use of Service Vesting Requirement Clause in Contracts

Service Vesting Requirement. Except as otherwise expressly specified below, the Participant shall vest in a Tranche of the Second Stock Price-Based Shares only if the Participant remains continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date until the Vesting Date for such Tranche. Except as otherwise expressly specified below, if either (a) the Participant does not remain continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date until the Vesting Date for the applicable Tranche or (b) the Performance-Based Vesting Schedule for the Tranche is not satisfied during the Performance Period, all of the Second Stock Price-Based Shares subject to that Tranche shall be immediately forfeited for no consideration and the Participant’s rights with respect thereto shall cease upon termination of the Participant’s employment. Notwithstanding the foregoing, or anything in the Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) Amended and Restated Executive Officer Severance Benefit Plan (the “Severance Plan”) or in any other benefit plan or agreement to the contrary, if the Participant’s employment is terminated on or before the third (3rd) anniversary of the Grant Date (i) due to the Participant’s death, (ii) due to the Participant’s Disability, (iii) by the Company without Cause, or (iv) by the Participant for Good Reason, as of the Participant’s date of termination, (A) the Participant shall forfeit a portion of the Second Stock Price-Based Shares in each unvested Tranche equal to the product of (x) a fraction with a numerator equal to the number of full years remaining until the third (3rd) anniversary of the Effective Date and a denominator equal to three (3) and (y) the number of Second Stock Price-Based Shares in such unvested Tranche and (B) any unvested Second Stock Price-Based Shares not forfeited pursuant to clause (A) shall become vested subject to satisfying the applicable Performance-Based Vesting Schedule for each Tranche; provided that, to the extent the Participant is subject to the Severance Plan, the Participant has executed and delivered an enforceable Release (as defined in the Severance Plan) provided for therein and such Release has become irrevocable. For the purposes of this Agreement, “Cause,” “Good Reason” and “Disability” have the definition set forth in the employment agreement between the Company and the Participant in effect as of the Grant Date (the “Employment Agreement”). Furthermore, notwithstanding anything to the contrary herein or in the Severance Plan or in any other benefit plan or agreement, if the Participant’s employment is terminated after the third (3rd) anniversary of the Grant Date (i) due to the Participant’s death, (ii) due to the Participant’s Disability, (iii) by the Company without Cause, or (iv) by the Participant for Good Reason, (A) the Participant shall forfeit no portion of the unvested Second Stock Price-Based Shares and (B) such unvested Second Stock Price-Based Shares shall become vested subject to satisfying the applicable Performance-Based Vesting Schedule for each Tranche; provided that, to the extent the Participant is subject to the Severance Plan, the Participant has executed and delivered an enforceable Release provided for therein and such Release has become irrevocable.

Service Vesting Requirement. Except as (A) Unless otherwise expressly specified belowprovided in this Agreement, provided that the Participant shall vest in a Tranche of the Second Stock Price-Based Shares only if the Participant Employee remains continuously employed by the Company or any majority-owned subsidiary thereof from its Subsidiaries through the Grant Date until the applicable Vesting Date (as defined below), the Employee shall: x) vest on the second anniversary of the Spin Date in one-third of the RSUs (the “First Vesting Date”); y) vest on the third anniversary of the Spin Date in one-third of the RSUs (the “Second Vesting Date”); and z) vest on the fourth anniversary of the Spin Dare in one-third of the RSUs (the “Third Vesting Date”, each of First Vesting Date, the Second Vesting Date and the Third Vesting Date shall be a “Vesting Date”). (B) If, prior to a Vesting Date (and absent the occurrence of a Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Company for such Tranche. Except as otherwise expressly specified belowCause or by the Employee for any reason (including, if either (a) the Participant does not remain continuously employed without limitation, a termination of employment by the Company or the Employee in connection with a relocation by the Company of the Employee’s principal place of employment to Tempe), other than due to the Employee’s death, Disability or Retirement, then any majority-owned subsidiary thereof from outstanding unvested RSUs shall be forfeited by the Grant Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (C) If, prior to a Vesting Date until (and absent the occurrence of a Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or by the Employee due to the Employee’s Retirement, then the award will remain outstanding and, as of the Vesting Date for following the applicable Tranche or date of the Employee’s termination of employment, the Employee will vest in a pro-rated number of RSUs determined by multiplying the number of RSUs that would have, absent the termination of employment, vested on the next Vesting Date by a fraction, the numerator of which is the number of full months of the Employee’s employment from the later of (bx) the Performance-Based Vesting Schedule for the Tranche is not satisfied during the Performance Period, all first anniversary of the Second Stock Price-Based Shares subject Spin Date and (y) the last Vesting Date to occur prior to the date of employment termination, through the date of employment termination, and the denominator of which is twelve (12) (such shares, the “Prorated RSU Shares”). In the event that Tranche the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause, or by the Employee due to the Employee’s Retirement, in each case prior to the first anniversary of the Spin Date, then any outstanding RSUs shall be immediately forfeited for no by the Employee without consideration as of such termination date and the Participant’s rights with this Agreement shall terminate without payment in respect thereto shall cease upon termination of the Participant’s employmentthereof. Notwithstanding the foregoing, or anything in the Integrated Electrical Servicesevent of a termination by the Employee due to Retirement or termination by the Company and its subsidiaries other than for Cause, Inc. (n/k/a IES Holdingsthe distribution of Prorated RSU Shares shall be conditioned upon the Employee’s compliance with any non-compete, Inc.) Amended non-solicitation, non-disclosure and Restated Executive Officer Severance Benefit Plan (the “Severance Plan”) or non-disparagement restrictions in any other benefit plan agreement or agreement policy with the Company or its Affiliates through the next Vesting Date and violation of any such restrictions shall result in immediate forfeiture of the entire amount of outstanding RSUs. (D) If, prior to a Vesting Date (and absent the contraryoccurrence of a Change in Control), if the ParticipantEmployee’s employment with the Company and its Subsidiaries is terminated on or before by the third (3rd) anniversary of the Grant Date (i) Employee due to the ParticipantEmployee’s death, (ii) due to the Participant’s death or Disability, (iii) by then any outstanding RSUs shall immediately vest and the Company without Cause, or (iv) by the Participant for Good Reason, as of the Participant’s date of termination, (A) the Participant such termination shall forfeit be deemed to be a portion of the Second Stock Price-Based Shares in each unvested Tranche equal to the product of (x) a fraction with a numerator equal to the number of full years remaining until the third (3rd) anniversary of the Effective Vesting Date and a denominator equal to three (3) and (y) the number of Second Stock Price-Based Shares in such unvested Tranche and (B) any unvested Second Stock Price-Based Shares not forfeited pursuant to clause (A) shall become vested subject to satisfying the applicable Performance-Based Vesting Schedule for each Tranche; provided that, to the extent the Participant is subject to the Severance Plan, the Participant has executed and delivered an enforceable Release (as defined in the Severance Plan) provided for therein and such Release has become irrevocable. For the purposes of this Agreement, “Cause,” “Good Reason” and “Disability” have the definition set forth in the employment agreement between the Company and the Participant in effect as of the Grant Date (the “Employment Agreement”Section 2(a)(ii). Furthermore, notwithstanding anything to the contrary herein or in the Severance Plan or in any other benefit plan or agreement, if the Participant’s employment is terminated after the third (3rd) anniversary of the Grant Date (i) due to the Participant’s death, (ii) due to the Participant’s Disability, (iii) by the Company without Cause, or (iv) by the Participant for Good Reason, (A) the Participant shall forfeit no portion of the unvested Second Stock Price-Based Shares and (B) such unvested Second Stock Price-Based Shares shall become vested subject to satisfying the applicable Performance-Based Vesting Schedule for each Tranche; provided that, to the extent the Participant is subject to the Severance Plan, the Participant has executed and delivered an enforceable Release provided for therein and such Release has become irrevocable.

Service Vesting Requirement. Except as otherwise expressly specified below, in addition to the applicable performance vesting requirements of Section 3, the right of the Participant shall vest in a Tranche to receive payment of any tranche of the Second Phantom Stock Price-Based Shares Units shall become vested only if the Participant remains continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date date hereof until the applicable Scheduled Vesting Date for such Trancheas set forth in Section 1. Except as otherwise expressly specified belowprovided in this Agreement, if either (a) the Participant does not remain continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date date hereof until the applicable Scheduled Vesting Date for the applicable Tranche or (b) the Performance-Based Vesting Schedule for the Tranche is not satisfied during the Performance PeriodDate, all of the Second unvested Phantom Stock Price-Based Shares Units subject to that Tranche this Award shall be immediately forfeited for no consideration and the Participant’s rights with respect thereto shall cease upon termination of the Participant’s employment. Notwithstanding the foregoing, or anything in the Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) Amended and Restated Executive Officer Severance Benefit Plan (the “Severance Plan”) or in any other benefit plan or agreement to the contrary, if the Participant’s employment is terminated on or before the third (3rd) anniversary of the Grant terminates prior to a Scheduled Vesting Date (i) due to the Participant’s death, (ii) due to the Participant’s Disability, (iii) by the Company without Cause, or (iv) by the Participant for Good Reason, as of the Participant’s date of termination, (A) the Participant shall forfeit be deemed to have become vested in a pro-rated portion of the Second Phantom Stock PriceUnits awarded hereunder (based on the pro-Based Shares in each unvested Tranche equal rating formulae below), without regard to the product of (x) a fraction with a numerator equal to the number of full years remaining until the third (3rd) anniversary actual achievement of the Effective Date and a denominator equal to three (3) and (y) the number applicable service condition under this Section 4, provided that, vesting of Second Stock Price-Based Shares in such unvested Tranche and (B) any unvested Second Stock Price-Based Shares not forfeited pursuant to clause (A) shall become vested subject to satisfying the applicable tranche of Performance-Based Vesting Schedule Phantom Stock Units, in addition to being pro-rated as provided below, shall be made following the end of the Performance Period applicable to such award only if and to the extent the performance objectives for each Tranche; provided thatsuch Performance Period have been achieved, as determined by the Compensation Committee, and, further, to the extent the Participant is subject to the Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) Amended and Restated Executive Officer Severance Plan or the IES Holdings, Inc. Amended and Restated Key Employee Severance Plan (each, a “Severance Plan”), the Participant has executed and delivered an enforceable Release (as defined in the Severance Plan) provided for therein and such Release has become irrevocable. For the purposes Payment of this Agreement, “Cause,” “Good Reason” and “Disability” have the definition set forth in the employment agreement between the Company and the Participant in effect as of the Grant Date (the “Employment Agreement”). Furthermore, notwithstanding anything to the contrary herein or in the Severance Plan or in any other benefit plan or agreement, if the Participant’s employment is terminated after the third (3rd) anniversary of the Grant Date (i) due to the Participant’s death, (ii) due to the Participant’s Disability, (iii) by the Company without Cause, or (iv) by the Participant for Good Reason, (A) the Participant shall forfeit no portion of the unvested Second Stock Price-Based Shares and (B) such unvested Second Stock Price-Based Shares shall become vested subject to satisfying the applicable Performance-Based Phantom Stock Units shall be made at the same time(s) the performance award(s) for such Performance Period(s) are paid to other participants of such awards or on the date immediately following the date any required Release becomes irrevocable, whichever shall later occur, and payment of any Time-Vesting Schedule for each Tranche; provided thatPhantom Stock Units shall be made within 30 days of termination or on the date immediately following the date any required Release becomes irrevocable, to the extent the Participant is subject to the Severance Plan, the Participant has executed and delivered an enforceable Release provided for therein and such Release has become irrevocable.whichever shall later occur. The pro-rated portion of any units awarded hereunder shall be determined as follows:

Service Vesting Requirement. Except as otherwise expressly specified below, in addition to the Participant performance vesting requirements of Section 2, the Cumulative Income Shares shall vest in a Tranche of the Second Stock Price-Based Shares become vested only if the Participant remains continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date until the earlier of (i) December 15, 2021 and (ii) the date that the Company files its Annual Report on Form 10-K for its fiscal year ending September 30, 2021 (the 1 The number of Shares shall be equal to the Participant’s Base Salary, pro-rated for the number of months remaining in the fiscal year, divided by the average closing price per share of the Company’ common stock for the 5 trading days immediately preceding the grant date. “Scheduled Vesting Date for such TrancheDate”). Except as otherwise expressly specified belowprovided in this Agreement, if either (a) the Participant does not remain continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date until the Scheduled Vesting Date for the applicable Tranche or (b) the Performance-Based Vesting Schedule for the Tranche is not satisfied during the Performance PeriodDate, all of the Second Stock Price-Based unvested Cumulative Income Shares subject to that Tranche this Award shall be immediately forfeited for no consideration and the Participant’s rights with respect thereto shall cease upon termination of the Participant’s employment. Notwithstanding the foregoing, or anything in the Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) Amended and Restated Executive Officer Severance Benefit Plan (the “Severance Plan”) or in any other benefit plan or agreement to the contrary, if the Participant’s employment is terminated on or before prior to the third (3rd) anniversary of the Grant Scheduled Vesting Date (i) due to the Participant’s death, (ii) due to the Participant’s Disability, (iii) by the Company without Cause, or (iv) by the Participant for Good Reason, as of the Participant’s date of termination, (A) the Participant shall forfeit be deemed to have become vested in a pro-rated portion of the Second Stock PriceCumulative Income Shares (based on the pro-Based Shares in each unvested Tranche equal rating formula below), without regard to the product actual achievement of (x) a fraction with a numerator equal the applicable service condition under this Section 3, provided that, vesting of the Cumulative Income Shares, in addition to being pro-rated as provided below, shall occur following the end of the Performance Period only if and to the number of full years remaining until extent the third (3rd) anniversary of performance objectives for the Effective Date and a denominator equal to three (3) and (y) Performance Period have been achieved, as determined by the number of Second Stock Price-Based Shares in such unvested Tranche and (B) any unvested Second Stock Price-Based Shares not forfeited pursuant to clause (A) shall become vested subject to satisfying the applicable Performance-Based Vesting Schedule for each Tranche; provided thatCompensation Committee, and, further, to the extent the Participant is subject to the Severance Plan, the Participant has executed and delivered an enforceable Release (as defined in the Severance Plan) provided for therein and such Release has become irrevocable. To the extent earned, vesting of any Cumulative Income Shares shall occur on the Scheduled Vesting Date or on the date immediately following the date any required Release becomes irrevocable, whichever shall later occur. The pro-rated portion of the Cumulative Income Shares shall be determined as follows: (A) Performance Period has been completed as of such termination date: the number of Cumulative Income Shares that shall vest shall be calculated in accordance with the terms of this Agreement as if the Participant had remained employed through the Scheduled Vesting Date, or (B) Performance Period has not been completed as of such termination date: the number of Cumulative Income Shares that shall vest shall equal the number of Target Cumulative Income Shares multiplied by (a) the Vesting Percentage, as determined by the Committee when and as such determination is made for participants in similar performance awards for the Performance Period, and further multiplied by (b) a fraction (x) the numerator of which is the number of days of Participant’s service from and including October 1, 2020 through September 30, 2021; and (y) the denominator of which is the total number of days from and including October 1, 2020, through September 30, 2021 (i.e., 365 days). Notwithstanding the foregoing and anything in this Agreement or in the Severance Plan or any other benefit plan or agreement to the contrary, if the Participant is a participant in the Severance Plan at the time he experiences a Qualifying Termination (as defined in the Severance Plan), the terms and conditions of this Agreement shall apply to any vesting of this award prior to a Change in Control (as defined below); however, the terms of the Severance Plan shall apply to the determination of a Qualifying Termination, any vesting of this award in the event a Qualifying Termination upon the occurrence of a Change in Control and to any other terms or conditions of severance, such as the requirement to timely execute and not revoke a Release. An example of the calculation of the number of pro-rated Cumulative Income Shares that vest in accordance with this Section, provided for illustrative purposes only, is set forth in Section II of Schedule A. For the purposes of this Agreement, “Cause,” “Good Reason” and “Disability” have the definition set forth in the employment agreement between the Company and the Participant in effect as of the Grant Date (the “Employment Agreement”). Furthermore, notwithstanding anything to the contrary herein or in the Severance Plan or in any other benefit plan or agreement, if the Participant’s employment is terminated after the third (3rd) anniversary of the Grant Date (i) due to the Participant’s death, (ii) due to the Participant’s Disability, (iii) by the Company without Cause, or (iv) by the Participant for Good Reason, (A) the Participant shall forfeit no portion of the unvested Second Stock Price-Based Shares and (B) such unvested Second Stock Price-Based Shares shall become vested subject to satisfying the applicable Performance-Based Vesting Schedule for each Tranche; provided that, to the extent the Participant is subject to the Severance Plan, the Participant has executed and delivered an enforceable Release provided for therein and such Release has become irrevocable.