1
Exhibit 10.9
TRANSFER RESTRICTION AGREEMENT
TRANSFER RESTRICTION AGREEMENT ("Agreement") dated as of September 30,
1999 among Integrated Electrical Services, Inc., a Delaware corporation ("IES")
and C. Xxxxx Xxxxxx, who is a stockholder of IES (the "Stockholder").
WHEREAS, IES and the Stockholder have previously entered into an
agreement restricting the sale by the Stockholder of certain shares of common
stock, $0.01 par value of IES ("IES Common Stock").
WHEREAS, IES and the Stockholder desire, for the mutual benefit of IES
and the Stockholder, to extend the restriction on the transfer of a certain
portion of shares of IES Common Stock owned by the Stockholder as set forth
below.
NOW, THEREFORE, for good and valuable consideration and for the mutual
benefit of IES and the Stockholder, the undersigned hereby agree to the
following:
With respect to the shares of IES Common Stock owned by the Stockholder
on February 1, 1998 and still owned by the Stockholder as of the date hereof
which are not currently pledged as collateral or are relased from any pledge as
collateral prior to September 30, 2000 (the "Locked Shares"), unless otherwise
agreed by IES, except (i) for bona fide gifts to unaffiliated unrelated third
parties acceptable to IES and (ii) for transfers to immediate family members who
agree to be bound by the restrictions set forth herein (or trusts for the
benefit of the Stockholder or family members, or trusts in which the Stockholder
is both the grantor and the beneficiary, the trustees of which so agree), the
Stockholder agrees and shall not sell, assign, exchange, transfer, appoint, or
otherwise dispose of more than twenty-five percent (25%) of the Locked Shares.
The restriction set forth shall expire on September 30, 2000. As a result of the
forgoing, the Stockholder will not sell, assign, exchange, transfer, appoint, or
otherwise dispose of seventy-five percent (75%) of the Locked Shares.
The Stockholder will upon request by IES, promptly deliver the
certificates representing the shares of IES Common Stock subject to this
Agreement to the IES transfer agent in order to affix a legend signifying this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have entered into and duly
executed this Agreement as of the 30th of September, 1999.
STOCKHOLDER
By: /s/ C. Xxxxx Xxxxxx
Name: C. Xxxxx Xxxxxx
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
3
TRANSFER RESTRICTION AGREEMENT
TRANSFER RESTRICTION AGREEMENT ("Agreement") dated as of September 30,
1999 among Integrated Electrical Services, Inc., a Delaware corporation ("IES")
and Xxx Xxxxx, who is a stockholder of IES (the "Stockholder").
WHEREAS, IES and the Stockholder have previously entered into an
agreement restricting the sale by the Stockholder of certain shares of common
stock, $0.01 par value of IES ("IES Common Stock").
WHEREAS, IES and the Stockholder desire, for the mutual benefit of IES
and the Stockholder, to extend the restriction on the transfer of a certain
portion of shares of IES Common Stock owned by the Stockholder as set forth
below.
NOW, THEREFORE, for good and valuable consideration and for the mutual
benefit of IES and the Stockholder, the undersigned hereby agree to the
following:
With respect to the shares of IES Common Stock owned by the Stockholder
on February 1, 1998 and still owned by the Stockholder as of the date hereof
(the "Locked Shares"), unless otherwise agreed by IES, except (i) for bona fide
gifts to unaffiliated unrelated third parties acceptable to IES and (ii) for
transfers to immediate family members who agree to be bound by the restrictions
set forth herein (or trusts for the benefit of the Stockholder or family
members, or trusts in which the Stockholder is both the grantor and the
beneficiary, the trustees of which so agree), the Stockholder agrees and shall
not sell, assign, exchange, transfer, appoint, or otherwise dispose of more than
twenty-five percent (25%) of the Locked Shares. The restriction set forth shall
expire on September 30, 2000. As a result of the forgoing, the Stockholder will
not sell, assign, exchange, transfer, appoint, or otherwise dispose of
seventy-five percent (75%) of the Locked Shares.
The Stockholder will upon request by IES, promptly deliver the
certificates representing the shares of IES Common Stock subject to this
Agreement to the IES transfer agent in order to affix a legend signifying this
Agreement. The certificates evidencing this restriction will bear a legend
substantially in the form set forth below and containing such other information
as IES may deem necessary or appropriate.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT AMONG THE
ISSUER AND THE STOCKHOLDER AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED,
TRANSFERRED, DISTRIBUTED, APPOINTED, OR OTHERWISE DISPOSED OF WITHOUT THE
WRITTEN CONSENT OF THE ISSUER, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE
EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, DISTRIBUTION,
APPOINTMENT, OR OTHER DISPOSITION PRIOR TO
4
SEPTEMBER 30, 2000. UPON THE WRITTEN CONSENT OF THE HOLDER OF THIS CERTIFICATE,
THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED
WITH THE TRANSFER AGENT) AFTER SEPTEMBER 30, 2000.
IN WITNESS WHEREOF, the parties hereto have entered into and duly
executed this Agreement as of the 30th of September, 1999.
STOCKHOLDER
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
5
TRANSFER RESTRICTION AGREEMENT
TRANSFER RESTRICTION AGREEMENT ("Agreement") dated as of September 30,
1999 among Integrated Electrical Services, Inc., a Delaware corporation ("IES")
and Xxx Xxxxxx, who is a stockholder of IES (the "Stockholder").
WHEREAS, IES and the Stockholder have previously entered into an
agreement restricting the sale by the Stockholder of certain shares of common
stock, $0.01 par value of IES ("IES Common Stock").
WHEREAS, IES and the Stockholder desire, for the mutual benefit of IES
and the Stockholder, to extend the restriction on the transfer of a certain
portion of shares of IES Common Stock owned by the Stockholder as set forth
below.
NOW, THEREFORE, for good and valuable consideration and for the mutual
benefit of IES and the Stockholder, the undersigned hereby agree to the
following:
With respect to the shares of IES Common Stock owned by the Stockholder
on February 1, 1998 and still owned by the Stockholder as of the date hereof
(the "Locked Shares"), unless otherwise agreed by IES, except (i) for bona fide
gifts to unaffiliated unrelated third parties acceptable to IES and (ii) for
transfers to immediate family members who agree to be bound by the restrictions
set forth herein (or trusts for the benefit of the Stockholder or family
members, or trusts in which the Stockholder is both the grantor and the
beneficiary, the trustees of which so agree), the Stockholder agrees and shall
not sell, assign, exchange, transfer, appoint, or otherwise dispose of more than
twenty-five percent (25%) of the Locked Shares. The restriction set forth shall
expire on September 30, 2000. As a result of the forgoing, the Stockholder will
not sell, assign, exchange, transfer, appoint, or otherwise dispose of
seventy-five percent (75%) of the Locked Shares.
The Stockholder will upon request by IES, promptly deliver the
certificates representing the shares of IES Common Stock subject to this
Agreement to the IES transfer agent in order to affix a legend signifying this
Agreement. The certificates evidencing this restriction will bear a legend
substantially in the form set forth below and containing such other information
as IES may deem necessary or appropriate.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT AMONG THE
ISSUER AND THE STOCKHOLDER AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED,
TRANSFERRED, DISTRIBUTED, APPOINTED, OR OTHERWISE DISPOSED OF WITHOUT THE
WRITTEN CONSENT OF THE ISSUER, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE
EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, DISTRIBUTION,
APPOINTMENT, OR OTHER DISPOSITION PRIOR TO
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SEPTEMBER 30, 2000. UPON THE WRITTEN CONSENT OF THE HOLDER OF THIS CERTIFICATE,
THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED
WITH THE TRANSFER AGENT) AFTER SEPTEMBER 30, 2000.
IN WITNESS WHEREOF, the parties hereto have entered into and duly
executed this Agreement as of the 15th of September, 1999.
STOCKHOLDER
By: /s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
7
TRANSFER RESTRICTION AGREEMENT
TRANSFER RESTRICTION AGREEMENT ("Agreement") dated as of September 30,
1999 among Integrated Electrical Services, Inc., a Delaware corporation ("IES")
and Xxxxxxx Xxxx, who is a stockholder of IES (the "Stockholder").
WHEREAS, IES and the Stockholder have previously entered into an
agreement restricting the sale by the Stockholder of certain shares of common
stock, $0.01 par value of IES ("IES Common Stock").
WHEREAS, IES and the Stockholder desire, for the mutual benefit of IES
and the Stockholder, to extend the restriction on the transfer of a certain
portion of shares of IES Common Stock owned by the Stockholder as set forth
below.
NOW, THEREFORE, for good and valuable consideration and for the mutual
benefit of IES and the Stockholder, the undersigned hereby agree to the
following:
With respect to the shares of IES Common Stock owned by the Stockholder
on February 1, 1998 and still owned by the Stockholder as of the date hereof
(the "Locked Shares"), unless otherwise agreed by IES, except (i) for bona fide
gifts to unaffiliated unrelated third parties acceptable to IES and (ii) for
transfers to immediate family members who agree to be bound by the restrictions
set forth herein (or trusts for the benefit of the Stockholder or family
members, or trusts in which the Stockholder is both the grantor and the
beneficiary, the trustees of which so agree), the Stockholder agrees and shall
not sell, assign, exchange, transfer, appoint, or otherwise dispose of more than
twenty-five percent (25%) of the Locked Shares. The restriction set forth shall
expire on September 30, 2000. As a result of the forgoing, the Stockholder will
not sell, assign, exchange, transfer, appoint, or otherwise dispose of
seventy-five percent (75%) of the Locked Shares.
The Stockholder will upon request by IES, promptly deliver the
certificates representing the shares of IES Common Stock subject to this
Agreement to the IES transfer agent in order to affix a legend signifying this
Agreement. The certificates evidencing this restriction will bear a legend
substantially in the form set forth below and containing such other information
as IES may deem necessary or appropriate.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT AMONG THE
ISSUER AND THE STOCKHOLDER AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED,
TRANSFERRED, DISTRIBUTED, APPOINTED, OR OTHERWISE DISPOSED OF WITHOUT THE
WRITTEN CONSENT OF THE ISSUER, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE
EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, DISTRIBUTION,
APPOINTMENT, OR OTHER DISPOSITION PRIOR TO
8
SEPTEMBER 30, 2000. UPON THE WRITTEN CONSENT OF THE HOLDER OF THIS CERTIFICATE,
THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED
WITH THE TRANSFER AGENT) AFTER SEPTEMBER 30, 2000.
IN WITNESS WHEREOF, the parties hereto have entered into and duly
executed this Agreement as of the 30th of September, 1999.
STOCKHOLDER
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
9
TRANSFER RESTRICTION AGREEMENT
TRANSFER RESTRICTION AGREEMENT ("Agreement") dated as of September 30,
1999 among Integrated Electrical Services, Inc., a Delaware corporation ("IES")
and Xxxx Xxxx, who is a stockholder of IES (the "Stockholder").
WHEREAS, IES and the Stockholder have previously entered into an
agreement restricting the sale by the Stockholder of certain shares of common
stock, $0.01 par value of IES ("IES Common Stock").
WHEREAS, IES and the Stockholder desire, for the mutual benefit of IES
and the Stockholder, to extend the restriction on the transfer of a certain
portion of shares of IES Common Stock owned by the Stockholder as set forth
below.
NOW, THEREFORE, for good and valuable consideration and for the mutual
benefit of IES and the Stockholder, the undersigned hereby agree to the
following:
With respect to the shares of IES Common Stock owned by the Stockholder
on February 1, 1998 and still owned by the Stockholder as of the date hereof
(the "Locked Shares"), unless otherwise agreed by IES, except (i) for bona fide
gifts to unaffiliated unrelated third parties acceptable to IES and (ii) for
transfers to immediate family members who agree to be bound by the restrictions
set forth herein (or trusts for the benefit of the Stockholder or family
members, or trusts in which the Stockholder is both the grantor and the
beneficiary, the trustees of which so agree), the Stockholder agrees and shall
not sell, assign, exchange, transfer, appoint, or otherwise dispose of more than
twenty-five percent (25%) of the Locked Shares. The restriction set forth shall
expire on September 30, 2000. As a result of the forgoing, the Stockholder will
not sell, assign, exchange, transfer, appoint, or otherwise dispose of
seventy-five percent (75%) of the Locked Shares.
The Stockholder will upon request by IES, promptly deliver the
certificates representing the shares of IES Common Stock subject to this
Agreement to the IES transfer agent in order to affix a legend signifying this
Agreement. The certificates evidencing this restriction will bear a legend
substantially in the form set forth below and containing such other information
as IES may deem necessary or appropriate.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT AMONG THE
ISSUER AND THE STOCKHOLDER AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED,
TRANSFERRED, DISTRIBUTED, APPOINTED, OR OTHERWISE DISPOSED OF WITHOUT THE
WRITTEN CONSENT OF THE ISSUER, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE
EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, DISTRIBUTION,
APPOINTMENT, OR OTHER DISPOSITION PRIOR TO
10
SEPTEMBER 30, 2000. UPON THE WRITTEN CONSENT OF THE HOLDER OF THIS CERTIFICATE,
THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED
WITH THE TRANSFER AGENT) AFTER SEPTEMBER 30, 2000.
IN WITNESS WHEREOF, the parties hereto have entered into and duly
executed this Agreement as of the 30th of September, 1999.
STOCKHOLDER
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
11
TRANSFER RESTRICTION AGREEMENT
TRANSFER RESTRICTION AGREEMENT ("Agreement") dated as of September 30,
1999 among Integrated Electrical Services, Inc., a Delaware corporation ("IES")
and Xxxxx Xxxxx, who is a stockholder of IES (the "Stockholder").
WHEREAS, IES and the Stockholder have previously entered into an
agreement restricting the sale by the Stockholder of certain shares of common
stock, $0.01 par value of IES ("IES Common Stock").
WHEREAS, IES and the Stockholder desire, for the mutual benefit of IES
and the Stockholder, to extend the restriction on the transfer of a certain
portion of shares of IES Common Stock owned by the Stockholder as set forth
below.
NOW, THEREFORE, for good and valuable consideration and for the mutual
benefit of IES and the Stockholder, the undersigned hereby agree to the
following:
With respect to the shares of IES Common Stock owned by the Stockholder
on February 1, 1998 and still owned by the Stockholder as of the date hereof
(the "Locked Shares"), unless otherwise agreed by IES, except (i) for bona fide
gifts to unaffiliated unrelated third parties acceptable to IES and (ii) for
transfers to immediate family members who agree to be bound by the restrictions
set forth herein (or trusts for the benefit of the Stockholder or family
members, or trusts in which the Stockholder is both the grantor and the
beneficiary, the trustees of which so agree), the Stockholder agrees and shall
not sell, assign, exchange, transfer, appoint, or otherwise dispose of more than
twenty-five percent (25%) of the Locked Shares. The restriction set forth shall
expire on September 30, 2000. As a result of the forgoing, the Stockholder will
not sell, assign, exchange, transfer, appoint, or otherwise dispose of
seventy-five percent (75%) of the Locked Shares.
The Stockholder will upon request by IES, promptly deliver the
certificates representing the shares of IES Common Stock subject to this
Agreement to the IES transfer agent in order to affix a legend signifying this
Agreement. The certificates evidencing this restriction will bear a legend
substantially in the form set forth below and containing such other information
as IES may deem necessary or appropriate.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT AMONG THE
ISSUER AND THE STOCKHOLDER AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED,
TRANSFERRED, DISTRIBUTED, APPOINTED, OR OTHERWISE DISPOSED OF WITHOUT THE
WRITTEN CONSENT OF THE ISSUER, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE
EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, DISTRIBUTION,
APPOINTMENT, OR OTHER DISPOSITION PRIOR TO
12
SEPTEMBER 30, 2000. UPON THE WRITTEN CONSENT OF THE HOLDER OF THIS CERTIFICATE,
THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED
WITH THE TRANSFER AGENT) AFTER SEPTEMBER 30, 2000.
IN WITNESS WHEREOF, the parties hereto have entered into and duly
executed this Agreement as of the 30th of September, 1999.
STOCKHOLDER
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
13
TRANSFER RESTRICTION AGREEMENT
TRANSFER RESTRICTION AGREEMENT ("Agreement") dated as of September 30,
1999 among Integrated Electrical Services, Inc., a Delaware corporation ("IES")
and Xxx Xxxx, who is a stockholder of IES (the "Stockholder").
WHEREAS, IES and the Stockholder have previously entered into an
agreement restricting the sale by the Stockholder of certain shares of common
stock, $0.01 par value of IES ("IES Common Stock").
WHEREAS, IES and the Stockholder desire, for the mutual benefit of IES
and the Stockholder, to extend the restriction on the transfer of a certain
portion of shares of IES Common Stock owned by the Stockholder as set forth
below.
NOW, THEREFORE, for good and valuable consideration and for the mutual
benefit of IES and the Stockholder, the undersigned hereby agree to the
following:
With respect to the shares of IES Common Stock owned by the Stockholder
on February 1, 1998 and still owned by the Stockholder as of the date hereof
(the "Locked Shares"), unless otherwise agreed by IES, except (i) for bona fide
gifts to unaffiliated unrelated third parties acceptable to IES and (ii) for
transfers to immediate family members who agree to be bound by the restrictions
set forth herein (or trusts for the benefit of the Stockholder or family
members, or trusts in which the Stockholder is both the grantor and the
beneficiary, the trustees of which so agree), the Stockholder agrees and shall
not sell, assign, exchange, transfer, appoint, or otherwise dispose of more than
twenty-five percent (25%) of the Locked Shares. The restriction set forth shall
expire on September 30, 2000. As a result of the forgoing, the Stockholder will
not sell, assign, exchange, transfer, appoint, or otherwise dispose of
seventy-five percent (75%) of the Locked Shares.
The Stockholder will upon request by IES, promptly deliver the
certificates representing the shares of IES Common Stock subject to this
Agreement to the IES transfer agent in order to affix a legend signifying this
Agreement. The certificates evidencing this restriction will bear a legend
substantially in the form set forth below and containing such other information
as IES may deem necessary or appropriate.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT AMONG THE
ISSUER AND THE STOCKHOLDER AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED,
TRANSFERRED, DISTRIBUTED, APPOINTED, OR OTHERWISE DISPOSED OF WITHOUT THE
WRITTEN CONSENT OF THE ISSUER, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE
EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, DISTRIBUTION,
14
APPOINTMENT, OR OTHER DISPOSITION PRIOR TO SEPTEMBER 30, 2000. UPON THE WRITTEN
CONSENT OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS
RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER
SEPTEMBER 30, 2000.
IN WITNESS WHEREOF, the parties hereto have entered into and duly
executed this Agreement as of the 3rd of September, 1999.
STOCKHOLDER
By: /s/ Xxx Xxxx
Name: Xxx Xxxx
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
15
TRANSFER RESTRICTION AGREEMENT
TRANSFER RESTRICTION AGREEMENT ("Agreement") dated as of September 30,
1999 among Integrated Electrical Services, Inc., a Delaware corporation ("IES")
and Xxxx Xxxxxx, who is a stockholder of IES (the "Stockholder").
WHEREAS, IES and the Stockholder have previously entered into an
agreement restricting the sale by the Stockholder of certain shares of common
stock, $0.01 par value of IES ("IES Common Stock").
WHEREAS, IES and the Stockholder desire, for the mutual benefit of IES
and the Stockholder, to extend the restriction on the transfer of a certain
portion of shares of IES Common Stock owned by the Stockholder as set forth
below.
NOW, THEREFORE, for good and valuable consideration and for the mutual
benefit of IES and the Stockholder, the undersigned hereby agree to the
following:
With respect to the shares of IES Common Stock owned by the Stockholder
on February 1, 1998 and still owned by the Stockholder as of the date hereof
(the "Locked Shares"), unless otherwise agreed by IES, except (i) for bona fide
gifts to unaffiliated unrelated third parties acceptable to IES and (ii) for
transfers to immediate family members who agree to be bound by the restrictions
set forth herein (or trusts for the benefit of the Stockholder or family
members, or trusts in which the Stockholder is both the grantor and the
beneficiary, the trustees of which so agree), the Stockholder agrees and shall
not sell, assign, exchange, transfer, appoint, or otherwise dispose of more than
twenty-five percent (25%) of the Locked Shares. The restriction set forth shall
expire on September 30, 2000. As a result of the forgoing, the Stockholder will
not sell, assign, exchange, transfer, appoint, or otherwise dispose of
seventy-five percent (75%) of the Locked Shares.
The Stockholder will upon request by IES, promptly deliver the
certificates representing the shares of IES Common Stock subject to this
Agreement to the IES transfer agent in order to affix a legend signifying this
Agreement. The certificates evidencing this restriction will bear a legend
substantially in the form set forth below and containing such other information
as IES may deem necessary or appropriate.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT AMONG THE
ISSUER AND THE STOCKHOLDER AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED,
TRANSFERRED, DISTRIBUTED, APPOINTED, OR OTHERWISE DISPOSED OF WITHOUT THE
WRITTEN CONSENT OF THE ISSUER, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE
EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, DISTRIBUTION,
16
APPOINTMENT, OR OTHER DISPOSITION PRIOR TO SEPTEMBER 30, 2000. UPON THE WRITTEN
CONSENT OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS
RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER
SEPTEMBER 30, 2000.
IN WITNESS WHEREOF, the parties hereto have entered into and duly
executed this Agreement as of the 30th of September, 1999.
STOCKHOLDER
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
17
TRANSFER RESTRICTION AGREEMENT
TRANSFER RESTRICTION AGREEMENT ("Agreement") dated as of September 30,
1999 among Integrated Electrical Services, Inc., a Delaware corporation ("IES")
and Xxxxxx Xxxxxxx, who is a stockholder of IES (the "Stockholder").
WHEREAS, IES and the Stockholder have previously entered into an
agreement restricting the sale by the Stockholder of certain shares of common
stock, $0.01 par value of IES ("IES Common Stock").
WHEREAS, IES and the Stockholder desire, for the mutual benefit of IES
and the Stockholder, to extend the restriction on the transfer of a certain
portion of shares of IES Common Stock owned by the Stockholder as set forth
below.
NOW, THEREFORE, for good and valuable consideration and for the mutual
benefit of IES and the Stockholder, the undersigned hereby agree to the
following:
With respect to the shares of IES Common Stock owned by the Stockholder
on February 1, 1998 and still owned by the Stockholder as of the date hereof
(the "Locked Shares"), unless otherwise agreed by IES, except (i) for bona fide
gifts to unaffiliated unrelated third parties acceptable to IES and (ii) for
transfers to immediate family members who agree to be bound by the restrictions
set forth herein (or trusts for the benefit of the Stockholder or family
members, or trusts in which the Stockholder is both the grantor and the
beneficiary, the trustees of which so agree), the Stockholder agrees and shall
not sell, assign, exchange, transfer, appoint, or otherwise dispose of more than
twenty-five percent (25%) of the Locked Shares. The restriction set forth shall
expire on September 30, 2000. As a result of the forgoing, the Stockholder will
not sell, assign, exchange, transfer, appoint, or otherwise dispose of
seventy-five percent (75%) of the Locked Shares.
The Stockholder will upon request by IES, promptly deliver the
certificates representing the shares of IES Common Stock subject to this
Agreement to the IES transfer agent in order to affix a legend signifying this
Agreement. The certificates evidencing this restriction will bear a legend
substantially in the form set forth below and containing such other information
as IES may deem necessary or appropriate.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT AMONG THE
ISSUER AND THE STOCKHOLDER AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED,
TRANSFERRED, DISTRIBUTED, APPOINTED, OR OTHERWISE DISPOSED OF WITHOUT THE
WRITTEN CONSENT OF THE ISSUER, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE
EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, DISTRIBUTION,
APPOINTMENT, OR OTHER DISPOSITION PRIOR TO
18
SEPTEMBER 30, 2000. UPON THE WRITTEN CONSENT OF THE HOLDER OF THIS CERTIFICATE,
THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED
WITH THE TRANSFER AGENT) AFTER SEPTEMBER 30, 2000.
IN WITNESS WHEREOF, the parties hereto have entered into and duly
executed this Agreement as of the 30th of September, 1999.
STOCKHOLDER
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
19
TRANSFER RESTRICTION AGREEMENT
TRANSFER RESTRICTION AGREEMENT ("Agreement") dated as of September 30,
1999 among Integrated Electrical Services, Inc., a Delaware corporation ("IES")
and Xxx Xxxxxxx, who is a stockholder of IES (the "Stockholder").
WHEREAS, IES and the Stockholder have previously entered into an
agreement restricting the sale by the Stockholder of certain shares of common
stock, $0.01 par value of IES ("IES Common Stock").
WHEREAS, IES and the Stockholder desire, for the mutual benefit of IES
and the Stockholder, to extend the restriction on the transfer of a certain
portion of shares of IES Common Stock owned by the Stockholder as set forth
below.
NOW, THEREFORE, for good and valuable consideration and for the mutual
benefit of IES and the Stockholder, the undersigned hereby agree to the
following:
With respect to the shares of IES Common Stock owned by the Stockholder
on February 1, 1998 and still owned by the Stockholder as of the date hereof
(the "Locked Shares"), unless otherwise agreed by IES, except (i) for bona fide
gifts to unaffiliated unrelated third parties acceptable to IES and (ii) for
transfers to immediate family members who agree to be bound by the restrictions
set forth herein (or trusts for the benefit of the Stockholder or family
members, or trusts in which the Stockholder is both the grantor and the
beneficiary, the trustees of which so agree), the Stockholder agrees and shall
not sell, assign, exchange, transfer, appoint, or otherwise dispose of more than
twenty-five percent (25%) of the Locked Shares. The restriction set forth shall
expire on September 30, 2000. As a result of the forgoing, the Stockholder will
not sell, assign, exchange, transfer, appoint, or otherwise dispose of
seventy-five percent (75%) of the Locked Shares.
The Stockholder will upon request by IES, promptly deliver the
certificates representing the shares of IES Common Stock subject to this
Agreement to the IES transfer agent in order to affix a legend signifying this
Agreement. The certificates evidencing this restriction will bear a legend
substantially in the form set forth below and containing such other information
as IES may deem necessary or appropriate.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT AMONG THE
ISSUER AND THE STOCKHOLDER AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED,
TRANSFERRED, DISTRIBUTED, APPOINTED, OR OTHERWISE DISPOSED OF WITHOUT THE
WRITTEN CONSENT OF THE ISSUER, AND THE ISSUER SHALL NOT BE
20
REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER,
DISTRIBUTION, APPOINTMENT, OR OTHER DISPOSITION PRIOR TO SEPTEMBER 30, 2000.
UPON THE WRITTEN CONSENT OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO
REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER
AGENT) AFTER SEPTEMBER 30, 2000.
IN WITNESS WHEREOF, the parties hereto have entered into and duly
executed this Agreement as of the 30th of September, 1999.
STOCKHOLDER
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
21
TRANSFER RESTRICTION AGREEMENT
TRANSFER RESTRICTION AGREEMENT ("Agreement") dated as of September 30,
1999 among Integrated Electrical Services, Inc., a Delaware corporation ("IES")
and Xxx Xxxxxxx, who is a stockholder of IES (the "Stockholder").
WHEREAS, IES and the Stockholder have previously entered into an
agreement restricting the sale by the Stockholder of certain shares of common
stock, $0.01 par value of IES ("IES Common Stock").
WHEREAS, IES and the Stockholder desire, for the mutual benefit of IES
and the Stockholder, to extend the restriction on the transfer of a certain
portion of shares of IES Common Stock owned by the Stockholder as set forth
below.
NOW, THEREFORE, for good and valuable consideration and for the mutual
benefit of IES and the Stockholder, the undersigned hereby agree to the
following:
With respect to the shares of IES Common Stock owned by the Stockholder
on February 1, 1998 and still owned by the Stockholder as of the date hereof
(the "Locked Shares"), unless otherwise agreed by IES, except (i) for bona fide
gifts to unaffiliated unrelated third parties acceptable to IES and (ii) for
transfers to immediate family members who agree to be bound by the restrictions
set forth herein (or trusts for the benefit of the Stockholder or family
members, or trusts in which the Stockholder is both the grantor and the
beneficiary, the trustees of which so agree), the Stockholder agrees and shall
not sell, assign, exchange, transfer, appoint, or otherwise dispose of more than
twenty-five percent (25%) of the Locked Shares. The restriction set forth shall
expire on September 30, 2000. As a result of the forgoing, the Stockholder will
not sell, assign, exchange, transfer, appoint, or otherwise dispose of
seventy-five percent (75%) of the Locked Shares.
The Stockholder will upon request by IES, promptly deliver the
certificates representing the shares of IES Common Stock subject to this
Agreement to the IES transfer agent in order to affix a legend signifying this
Agreement. The certificates evidencing this restriction will bear a legend
substantially in the form set forth below and containing such other information
as IES may deem necessary or appropriate.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT AMONG THE
ISSUER AND THE STOCKHOLDER AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED,
TRANSFERRED, DISTRIBUTED, APPOINTED, OR OTHERWISE DISPOSED OF WITHOUT THE
WRITTEN CONSENT OF THE ISSUER, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE
EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER, DISTRIBUTION,
APPOINTMENT, OR OTHER DISPOSITION PRIOR TO
22
SEPTEMBER 30, 2000. UPON THE WRITTEN CONSENT OF THE HOLDER OF THIS CERTIFICATE,
THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED
WITH THE TRANSFER AGENT) AFTER SEPTEMBER 30, 2000.
IN WITNESS WHEREOF, the parties hereto have entered into and duly
executed this Agreement as of the 30th of September, 1999.
STOCKHOLDER
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
