Common use of Service Vesting Requirement Clause in Contracts

Service Vesting Requirement. Except as otherwise expressly specified below, in addition to the performance vesting requirements of Section 2, the Cumulative Income Shares shall 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”). Except as otherwise provided in this Agreement, if 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, all of the unvested Cumulative Income Shares subject to 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 prior to the 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, the Participant shall be deemed to have become vested in a pro-rated portion of the Cumulative Income Shares (based on the pro-rating formula below), without regard to the actual achievement of 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 extent the performance objectives for the Performance Period have been achieved, as determined by the Compensation 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:

Service Vesting Requirement. Except as otherwise expressly specified below, the Participant shall vest in addition to the performance vesting requirements of Section 2, the Cumulative Income Time-Based Shares shall 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 applicable Vesting Date as set forth 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”)Section 1. Except as otherwise provided in this Agreementexpressly specified below, if the Participant does not remain continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date until the Scheduled applicable Vesting Date, all of the unvested Cumulative Income Time-Based Shares subject to 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 prior to the Scheduled a 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, the Participant unvested Time-Based Shares shall be deemed to have become vested automatically vest in a pro-rated portion full as of the Cumulative Income Shares (based on the pro-rating formula below), without regard to the actual achievement Participant’s date of the applicable service condition under this Section 3, termination; 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 extent the performance objectives for the Performance Period have been achieved, as determined by the Compensation 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 For the extent earnedpurposes of this Agreement, vesting of any Cumulative Income Shares shall occur on “Cause,” “Good Reason” and “Disability” have the Scheduled Vesting Date or on definition set forth in the date immediately following employment agreement between the date any required Release becomes irrevocable, whichever shall later occur. The pro-rated portion Company and the Participant in effect as of the Cumulative Income Shares shall be determined as follows:Grant Date (the “Employment Agreement”).

Service Vesting Requirement. Except as otherwise expressly specified below, the Participant shall vest in addition to the performance vesting requirements of Section 2, the Cumulative Income Shares shall become vested Time-Vesting Phantom Stock Units 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”). Except as otherwise provided in this Agreement, if the Participant does not remain continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date date hereof until the Scheduled Vesting Date, all of the unvested Cumulative Income Shares Time-Vesting Phantom Stock Units subject to 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 terminates prior to the 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, the Participant shall be deemed to have become vested in a pro-rated portion of the Cumulative Income Shares Phantom Stock Units awarded hereunder (based on the pro-rating formula below), without regard to the actual achievement of 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 extent the performance objectives for the Performance Period have been achieved, as determined by the Compensation 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 any Time-Vesting Phantom Stock Units awarded hereunder shall be determined as follows:: the number of Time-Vesting Phantom Stock Units multiplied by a fraction (a) the numerator of which is the number of days of the Participant’s service from and including the Grant Date through the date of termination of employment; and (b) the denominator of which is the total number of days from and including the Grant Date through the Scheduled Vesting Date. For purposes of this Agreement,

Service Vesting Requirement. Except as otherwise expressly specified below, in addition to whichever of the performance vesting requirements of subsection A or B of this Section 22 is applicable to a stated portion of the Performance Cash Units subject to this Award, the Cumulative Income Shares right of the Participant to receive payment of any portion of this Award 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 earlier of (i) December 1519, 2021 2018 and (ii) the date that the Company files its Annual Report on Form 10-K for its fiscal year ending ended September 30, 2021 2018 (such earlier date, 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”), provided, however, that the Scheduled Vesting Date shall occur, if at all, during the 2018 calendar year. Notwithstanding the foregoing, if the Participant’s employment shall terminate prior to the Scheduled Vesting Date due to the Participant’s death or Disability, the Participant shall be deemed to have become vested in a pro-rated portion of the Performance Cash Units awarded hereunder, without regard to the achievement of the applicable performance conditions under Section 2.A or 2.B, determined by multiplying such Performance Cash Units by a fraction, the numerator of which is the number of days Participant’s service from the Grant Date through and including the date of termination, and the denominator of which is the number of days from the Grant Date through and including December 15, 2018. Except as otherwise provided in this Agreement, if the Participant does not remain continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date date hereof until the Scheduled Vesting Date, all of the unvested Cumulative Income Shares Performance Cash Units subject to 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 prior to the 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, the Participant shall be deemed to have become vested in a pro-rated portion of the Cumulative Income Shares (based on the pro-rating formula below), without regard to the actual achievement of 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 extent the performance objectives for the Performance Period have been achieved, as determined by the Compensation 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:.

Service Vesting Requirement. Except as otherwise expressly specified below, in addition to whichever of the performance vesting requirements of subsection A or B of this Section 22 is applicable to a stated portion of the Phantom Stock Units subject to this Award, the Cumulative Income Shares right of the Participant to receive payment of any portion of this Award 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 earlier of (i) December 1519, 2021 2018 and (ii) the date that the Company files its Annual Report on Form 10-K for its fiscal year ending ended September 30, 2021 2018 (such earlier date, 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”). Notwithstanding the foregoing, if the Participant’s employment shall terminate prior to the Scheduled Vesting Date due to the Participant’s death or Disability, the Participant shall be deemed to have become vested in a pro-rated portion of the Phantom Stock Units awarded hereunder, without regard to the achievement of the applicable performance conditions under Section 2.A or 2.B, determined by multiplying such Phantom Stock Units by a fraction, the numerator of which is the number of days of Participant’s service from the Grant Date through and including the date of termination, and the denominator of which is the number of days from the Grant date through and including December 15, 2018. Except as otherwise provided in this Agreement, if the Participant does not remain continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date date hereof until the Scheduled Vesting Date, all of the unvested Cumulative Income Shares Phantom Stock Units subject to 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 prior to the 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, the Participant shall be deemed to have become vested in a pro-rated portion of the Cumulative Income Shares (based on the pro-rating formula below), without regard to the actual achievement of 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 extent the performance objectives for the Performance Period have been achieved, as determined by the Compensation 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:.

Service Vesting Requirement. Except as otherwise expressly specified below, the Participant shall vest in addition to the performance vesting requirements of Section 2, the Cumulative Income First Stock Price-Based Shares shall 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”). Except as otherwise provided in this Agreementexpressly 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 Scheduled Vesting DateDate or (b) the Performance-Based Vesting Schedule is not satisfied during the Performance Period, all of the unvested Cumulative Income First Stock Price-Based Shares subject to 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 prior to the 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, the Participant unvested First Stock Price-Based Shares shall be deemed to have become vested automatically vest in a pro-rated portion of the Cumulative Income Shares (based on the pro-rating formula below)full, without regard to the actual achievement satisfaction of the applicable service condition under this Section 3Performance-Based Vesting Schedule, as of the Participant’s date of termination; 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 extent the performance objectives for the Performance Period have been achieved, as determined by the Compensation 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 For the extent earnedpurposes of this Agreement, vesting of any Cumulative Income Shares shall occur on “Cause,” “Good Reason” and “Disability” have the Scheduled Vesting Date or on definition set forth in the date immediately following employment agreement between the date any required Release becomes irrevocable, whichever shall later occur. The pro-rated portion Company and the Participant in effect as of the Cumulative Income Shares shall be determined as follows:Grant Date (the “Employment Agreement”).

Service Vesting Requirement. Except as otherwise expressly specified below, in addition to the applicable performance vesting requirements of Section 23, the Cumulative Income Shares right of the Participant to receive payment of any tranche of the Phantom Stock 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 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. “applicable Scheduled Vesting Date”)Date as set forth in Section 1. Except as otherwise provided in this Agreement, if 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, all of the unvested Cumulative Income Shares Phantom Stock Units subject to 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 terminates prior to the 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, the Participant shall be deemed to have become vested in a pro-rated portion of the Cumulative Income Shares Phantom Stock Units awarded hereunder (based on the pro-rating formula formulae below), without regard to the actual achievement of the applicable service condition under this Section 34, provided that, vesting of the Cumulative Income Sharesany tranche of Performance-Based Phantom Stock Units, in addition to being pro-rated as provided below, shall occur be made following the end of the Performance Period applicable to such award only if and to the extent the performance objectives for the such 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. To the extent earned, vesting Payment of any Cumulative Income Shares Performance-Based Phantom Stock Units shall occur 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 Scheduled date immediately following the date any required Release becomes irrevocable, whichever shall later occur, and payment of any Time-Vesting Date Phantom Stock Units shall be made within 30 days of termination 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 any units awarded hereunder shall be determined as follows: